Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.

Assignments by Lenders. (i) Subject to Any of the conditions set forth in paragraph (b)(ii) below, Lenders may at any Lender may time assign and delegate to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided provided, however, that no consent of the Borrower such assignment shall be required (1) for assignments of Commitments or Loans of any Class made to another Lender under such ClassBorrower, 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 under in connection with (x) assignments by such Class Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund (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 (2) if an Event of Default 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 type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that have 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 the Lenders under this Agreement, and correspondingly the assigning Lender shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Assumption, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of Assumption covering all or a portion of a Revolving Commitment or any 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 respect of its LC Exposureaccordance with Section 12.05(e).

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

Assignments by Lenders. (i) Subject to Any of the conditions set forth in paragraph (b)(ii) below, Lenders may at any Lender may time assign and delegate to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided provided, however, that no consent of the Borrower such assignment shall be required (1) for assignments of Commitments or Loans of any Class made to another Lender under such ClassBorrower, 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 Lender under competitor of Borrower or any Affiliate of any such Class or an Approved Fund competitor. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and (2) if an Event of Default after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Acceptance, (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that have 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 the Lenders under this Agreement, and correspondingly the assigning Lender shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Acceptance, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of Acceptance covering all or a portion of a Revolving Commitment or any 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 respect of its LC Exposureaccordance with Section 12.05(e).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed)) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for assignments of (x) with respect to Term Commitments or Loans of any Class Term Loans, for an assignment and delegation to another Lender under such Classa Lender, an Affiliate of a Lender under such Class 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 an any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and Fund, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) Bank, 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 LC Exposure and (D) each Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. (i) Subject to Any of the conditions set forth in paragraph (b)(ii) below, Lenders may at any Lender may time assign and delegate to one or more Eligible Assignees Transferees all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided provided, however, that no consent of the Borrower such assignment shall be required (1) for assignments of Commitments or Loans of made to any Class to another Lender under such ClassBorrower, an Affiliate of a Lender under such Class any Borrower, or an Approved Fund and (2) if an any employees or directors of any Borrower at any time. So long as no 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 to Eligible Transferees that would result in the Lenders that are Affiliates of Capital Royalty, L.P., in the aggregate, holding less than 50% of the right to vote the aggregate Commitments and delegationLoans would require the consent of the Borrowers; provided further that the Lenders may at any time assign the right to vote their Commitments and Loans to Eligible Transferees in connection with a securitization transaction or other leveraged arrangement that such Lenders may enter into with respect to their loan portfolios without Borrower consent. Notwithstanding the foregoing, each Lender may assign its rights and obligations under this Agreement at any time to an Affiliate of the Lender without Borrower consent. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be deemed a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice the Lenders under this Agreement, and correspondingly the assigning Lender shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Acceptance, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of Acceptance covering all or a portion of a Revolving Commitment or any 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 respect of its LC Exposureaccordance with Section 12.05(e).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign at any time assign, with, so long as no Event of Default has occurred and delegate is continuing, the consent of the Borrower (which consent may be given or withheld in the Borrower’s sole discretion) to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); 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) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent to be within the discretion of the consenting party), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee shall not be payable by the Borrower) and (iv) no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class if the proposed assignment is to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender unless as a result of such assignment, the Borrower would incur an additional cost pursuant to Section 3.04, but the assigning Lender shall give the Administrative Agent and the Borrower written notice thereof. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (Cc) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect of its LC Exposureaccordance with Section 11.06(d).

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

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term 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 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, the prior written consent principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative 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 (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided that no consent (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 each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) 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 prior written consent aggregate amount of the Commitment (Awhich 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 (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender (such approval not to be unreasonably withheld, conditioned or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Each Lender may assign and delegate to one or more Eligible Assignees all or a any portion of its such Lender’s interests, rights and obligations under set forth in this Agreement (or the other Credit Documents, including all or a portion of its Commitment Commitments and the Loans at (including for purposes hereof, its participations in LC Obligations) provided that (a) an administrative fee in the time owing amount of Three Thousand Five Hundred Dollars ($3,500.00) is paid to it) the Agent by either the assigning Lender or the Eligible Assignee in connection with the prior written consent 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 (A$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 with respect to the Loans and Commitments assigned, (d) the Borrower parties to each such assignment shall execute and deliver an Assignment And Assumption to the Agent (such consent not with copies to be unreasonably withheld sent contemporaneously to each Lender), for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or delayed); require the Loans or the Notes to be qualified in conformance with the requirements imposed by any blue sky laws or other laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent provided in such Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrower pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that no does not comply with this paragraph shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.11 of this Agreement. Any consent of the Borrower shall that is required for a proposed assignee to be required (1) for assignments of Commitments or Loans of any Class eligible to another Lender under such Class, be an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower Eligible Assignee shall be deemed to have consented been given by the Borrower unless the Borrower objects to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto such proposed assignee by written notice to the Administrative Agent within ten five (5) 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 proposed assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposureassignee.

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

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower 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 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 no consent of the Borrower (ii) each partial assignment shall be required made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (1iii) for assignments any assignment of Commitments or Loans a Commitment must be approved by the Administrative Agent (in the case of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a)Lender, (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 withheld) unless the Person that is the proposed assignee is itself a Lender (whether or delayednot the proposed assignee would otherwise qualify as an Eligible Assignee); provided that no consent of 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 required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, shall deliver to the Administrative Agent an Affiliate Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender or an Approved Fund under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower 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 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 no consent of the Borrower (ii) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund proportionate part of all the assigning Lender’s Loans and (2) if an Event of Default of the type set forth in Section 7.01(a)Commitments, (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 with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Term Loans unless it shall object thereto Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by written notice to the Administrative Agent within ten Business Days after having received notice thereofAgent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (Bwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee) the Administrative Agent (each such consent approval not to be unreasonably withheld or delayed); provided that no consent of and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent shall be an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required for an assignment as set forth in Schedule 11.06; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) recordation fee in the case of any assignment assignment, and delegation the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of all or this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a portion party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Revolving Commitment or any Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) belowAny Lender may, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of the Agent (A) the Borrower (such which consent shall not to be unreasonably withheld withheld), but without notice to or delayed); provided that no consent of the Borrower, assign to any Person (each an “Assignee” and collectively, the “Assignees”) all or a portion of such Lender’s Commitments; provided that, unless the Lender has assigned all of its Commitments, after giving effect to such assignment, such Lender must continue to hold a Pro Rata Share of the Commitments at least equal to Five Million Dollars ($5,000,000). Any Lender that elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the amount of Three Thousand Five Hundred Dollars ($3,500.00). Such Lender and its Assignee shall notify the Agent and the Borrower in writing of the date on which the assignment is to be effective (the “Adjustment Date”). On or before the Adjustment Date, the assigning Lender, the Agent, the Borrower and the respective Assignee shall be required (1) for assignments of Commitments or Loans execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of any Class to another assigning Lender under such Classfollowing an assignment made in accordance with this Section 9.6, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice issue new Notes to the Administrative Agent within ten Business Days after having received notice thereofassigning Lender and its Assignee reflecting such assignment, (B) in exchange for the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of existing Notes held by the Administrative Agent shall be required for an assignment and delegation of assigning Lender. In addition, notwithstanding the foregoing, any Lender may at any time pledge all or any portion of a Term Commitment such Lender’s rights under this Agreement, any of the Commitments or Term Loan any of the Obligations to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC ExposureFederal Reserve Bank.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans; 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 prior written consent 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 Company otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. A Lender may at any time sell, assign, delegate or otherwise transfer all or part of the rights and duties of such Lender under this Agreement and the other Loan Documents to any of the following Persons (an “Assignee”), in each case subject to any applicable consent requirements specified herein: (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all any Affiliate of a Lender 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 itii) any other Person with the prior written consent of (A) the Administrative Borrower (such which consent shall not to be unreasonably withheld withheld, conditioned or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Classprovided, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a)however, (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Administrative Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans given its consent unless it Administrative Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofthereof has actually been delivered by the Administrative Agent or the assigning Lender to Administrative Borrower); provided that, the consent of Administrative Borrower shall not be required under this sub-clause (Bii) if an Event of Default has occurred and is continuing or for any such sale, assignment or transfer in connection with a sale of all or substantially all of the assets of a Lender or all or substantially all of the loans or asset based loans of a Lender. Notwithstanding anything to the contrary contained herein, the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent ) shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan assignments to a Lender, Person that is not a Lender or an Affiliate of a Lender. Each Loan Party hereby authorizes each Lender to disseminate, subject to a written confidentiality agreement with any Assignee or an Approved Fund prospective Assignee on terms substantially similar to the confidentiality terms hereunder, any information it has pertaining to the Obligations, including without limitation, complete and (C) current credit information on the Loan Parties and any of their principals to any Assignee or prospective Assignee. Each Loan Party hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower and each Issuing Bank (such consent not other Loan Party to the Assignee and that the Assignee shall be considered 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 Lender’s obligations in respect of its LC ExposureLender hereunder.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower 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 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 no consent of the Borrower (ii) each partial assignment shall be required made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (1ii) for assignments shall not apply to rights in respect of Commitments Bid Loans or Loans Swing Line Loans; (iii) any assignment of any Class to another Lender under such Class, a Commitment must be approved by the Administrative Agent (in the case of an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a)Lender, (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 withheld) unless the Person that is the proposed assignee is itself a Lender (whether or delayednot the proposed assignee would otherwise qualify as an Eligible Assignee); provided that no consent of 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 required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, shall deliver to the Administrative Agent an Affiliate Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender or an Approved Fund under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Each Lender may assign and delegate to one or more Eligible Assignees all or a any portion of its such Lender’s interests, rights and obligations under set forth in this Agreement (or the other Credit Documents, including all or a portion of its Commitment Commitments and the Loans at the time owing to it(including for purposes hereof, its participations in L/C Obligations and Swingline Loans) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (a) an administrative fee in the amount of the Borrower shall be required Five Thousand (1$5,000.00) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice paid to the Administrative Agent within ten by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lxxxxx’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 Lxxxxx’s rights and obligations under this Agreement with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an 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 any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after having received notice the execution thereof, (Ba) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent Assignee thereunder shall be required for an assignment a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate obligations of a Lender or an Approved Fund hereunder, and (Cb) each Issuing Bank (the assigning Lender thereunder shall, to the extent provided in such consent not Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be unreasonably withheld or delayed) entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrowers pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lxxxxxx may only assign their interests in the case Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 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 assignment and delegation claim of all or any party hereunder arising from that Lxxxxx having been a portion of a Revolving Commitment or any Defaulting Lender’s obligations in respect of its LC Exposure.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Each Lender may assign and delegate to one or more Eligible Assignees Institutions all or a portion of its interest, rights and obligations under this Agreement (including without limitation all or a portion of its Commitment Commitment) and the Loans at other Loan Documents; provided, however, that (i) unless the assignee is (prior to the effective time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1assignment) for assignments of Commitments an existing Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) existing Lender, the Agent and, if an no 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 must give their prior written consent to such assignment (which consents shall not be unreasonably withheld), (ii) each such assignment shall be deemed of a constant, and not a varying percentage of all the assigning Lender's interests, rights and obligations under this Agreement, (including, without limitation, its rights and obligations with respect to have consented Revolving Credit Loans and Term Loans) (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and the Borrower's acceptance, an Assignment and Acceptance Agreement in form and content satisfactory to the Agent (the "Assignment and Acceptance"), together with (A) any Note subject to such assignment, and, (B) unless the assignee is at the time of such assignment also a Lender hereunder, a processing and recordation fee of $3,500, and (C) reimbursement for fees of Agent's counsel in connection with services rendered in respect of such assignment (which amounts are payable by the applicable assignee and assignor) and (iv) without the prior written consent of the Borrower and the Agent, no Lender may make a partial assignment if its portion of the Revolving Credit Commitment and Term Loan is, or after giving effect to the proposed assignment would be, less than Ten Million Dollars ($10,000,000). "Partial assignment" as used in clause (iv) above means any assignment of a Lender's rights and obligations hereunder except an assignment of all of such Lender's rights and delegation of obligations such that after the assignment such Lender shall have no Commitment and no interest in any Loans hereunder. Upon compliance with clauses (i) through (iv) above from and after the effective date specified in the relevant Assignment and Acceptance, (x) the assignee shall be a party to this Agreement and the other Loan Documents to which the assignor was a party, and to the extent provided in such Assignment and Acceptance have the rights and obligations of Term Loans unless it shall object thereto by written notice a Lender under this Agreement and under the other Loan Documents and (y) the assigning Lender shall, to the Administrative Agent within ten Business Days after having received notice thereofextent provided in such Assignment and Acceptance, (B) be released from its obligations under this Agreement and the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term other Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC ExposureDocuments.

Assignments by Lenders. (i) Subject to Any of the conditions set forth in paragraph (b)(ii) below, Lenders may at any Lender may time assign and delegate to one or more other Lenders, Affiliates of a Lender or Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided provided, however, that no consent of the Borrower such assignment shall be required (1) for assignments of Commitments or Loans of any Class made to another Lender under such ClassBorrower, an Affiliate of Borrower, or any employees or directors of Borrower or any of its Subsidiaries at any time. Subject to the recording thereof by Administrative Agent pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a Lender under such Class or an Approved Fund and (2) if an Event of Default party to this Agreement and, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that have 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 the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Assumption, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of Assumption covering all or a portion of a Revolving Commitment or any Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect of its LC Exposureaccordance with Section 13.05(e).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); 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, 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 Agent or, if "Trade Date" is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (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) any assignment of a Commitment must be approved by Agent unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (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) any assignment of a Commitment must be approved by Agent and the L/C Issuer unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (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) any assignment of a Commitment must be approved by Agent, the L/C Issuer, and, so long as no Default or Event of Default has occurred, the Borrower, unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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, 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 prior written consent 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 (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower Company shall be deemed to have consented to an any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof; each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this subsection (Bii) shall not apply to rights in respect of Swing Line Loans; any assignment of a Commitment must be approved by the Administrative Agent Agent, each L/C Issuer and the Swing Line Lender (such consent approval not to be unreasonably withheld withheld) unless the Person that is the proposed assignee is itself a Lender (whether or delayednot the proposed assignee would otherwise qualify as an Eligible Assignee, but so long as such Person is not Defaulting Lender); provided that the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Notwithstanding the foregoing, in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be required deemed to be a Defaulting Lender for an assignment all purposes of this Agreement until such compliance occurs. In addition, the amount transferred to any Eligible Assignee in relation to a Commitment and delegation of all Committed Loans made to any Borrower shall be at least EUR 50,000 (or its equivalent in another currency) or any portion other amount which becomes applicable at any time (including as per Wijzigingsbesluit financiële markten 2012) or, if it is less, the Eligible Assignee shall confirm in writing to the relevant Borrower that it, the Eligible Assignee, is a professional market party within the meaning of the Dutch Financial Supervision Act. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a Term Commitment or Term Loan party to a Lenderthis Agreement and, an Affiliate to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender or an Approved Fund under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at the Company’s expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed)) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for assignments an assignment and delegation (x) of Commitments a Term Commitment or Loans of any Class a Term Loan to another Lender under such Classa Lender, an Affiliate of a Lender under such Class or an Approved Fund or (y) of a Revolving Commitment or a Revolving Loan 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(aunder clause (a), (b), (h) or (i) of Article VII has occurred and is continuing, for any other assignment and delegation; provided further provided, further, that the Borrower shall be deemed to have consented to an any such 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)Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and Fund, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) Bank, 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 LC Exposure and (D) each Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. (i) Subject to Any of the conditions set forth in paragraph (b)(ii) below, Lenders may at any Lender may time assign and delegate to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it); provided, however, that (i) with the prior written consent of no such assignment shall be made to (A) Borrower, an Affiliate of Borrower, or any employees or directors of Borrower at any time, (B) a Competitor or any downstream Affiliate of a Competitor that is clearly identifiable, solely on the basis of such Affiliate’s name, as an Affiliate of such Competitor or (C) a Defaulting Lender and (ii) the consent of Borrower (such consent not to be unreasonably withheld withheld, delayed or delayed); provided that no consent of the Borrower conditioned) shall be required unless (1x) for assignments an Event of Commitments Default has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (iz) has occurred and such assignment is continuingin connection with the occurrence of a default, for event of default or similar occurrence with respect to any other assignment and delegation; Lender’s own financing or securitization transactions or a pledge of assets by a Lender with respect to such Lender’s own financing or securitization transactions (provided further that the Borrower shall be deemed to have consented to an any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received written notice thereof, (B) ). Subject to the recording thereof by Administrative Agent (such consent not pursuant to Section 13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be unreasonably withheld or delayed); provided that no consent a party to this Agreement and, to the extent of the Administrative Agent shall interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of Assumption covering all or a portion of a Revolving Commitment or any Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect of its LC Exposureaccordance with Section 13.05(e).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower 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 an assignment of Revolving Loans and $1,000,000 in the case of an assignment of the Term Loan 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 (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Commitment must be approved by the Administrative Agent and, except with respect to a Term Loan Commitment, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans, participations in L/C Obligations and in Swing Line Loans); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to 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 applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the prior written consent 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 (Awith respect to assignments of the Revolving Credit Facility) or $1,000,000 (with respect to assignments of either Term Facility), (ii) 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 no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of delayed and, in any Class to another Lender under such Classcase, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereof), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (iii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis (it being understood that after the First Amendment Effective Date and during the Delayed Draw Availability Period, any assignment of the Term A Facility will include both outstanding Initial Term A Loans and unfunded Delayed Draw Term Commitments on a ratable basis), (iv) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Revolving Credit Lender (such consent whether or not the proposed assignee would otherwise qualify as an Eligible Assignee), and (v) the parties to be unreasonably withheld or delayed)each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no consent of the Administrative Agent such fee shall be required for payable in the case of an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayedB) in the case of contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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 10.06(d). In connection with any assignment of rights and delegation obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to pay and satisfy in full all or a portion of a Revolving Commitment payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender’s Lender hereunder (and interest accrued thereon). Notwithstanding the foregoing, in the event that any assignment of rights and obligations in respect of its LC Exposureany Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), 47012838_8 participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default entire remaining amount of the type set forth assigning Lender’s Commitment and the Loans at the time owing to it or 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 case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (Cb)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each Issuing Bank 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 and, after giving effect to any assignment of Commitments, the assignor shall not have a Commitment of less than $10,000,000 and the assignee shall have a Commitment of not less than $5,000,000 unless each of the Administrative Agent and, 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) 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 LC Exposure).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if "Trade Date" is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 its participations in L/C Obligations at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (which for this purpose includes participation in L/C Obligations outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the L/C Obligations of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if "Trade Date" is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (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 its participations in L/C Obligations or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent and the L/C Issuer unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.02, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed)) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class an assignment and delegation to another Lender under such Classa Lender, an Affiliate of a Lender under such Class or an Approved Fund and Fund, (2) for an assignment and delegation by any Initial Lender following the Effective Date to any assignees identified to the Borrower prior to the Effective Date in connection with the primary syndication of the Commitments or the Loans or (3) if an Event of Default 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 any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof, and (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) Bank, 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 LC ExposureExposure (other than to an existing Revolving Lender) and (D) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to an existing Revolving Lender).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and Fund, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure and (D) the Swingline Lender (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 Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (and treating assignments by an assignor to multiple Approved Funds as one assignee for purposes of such minimum assignment amount), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Agent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower (ii) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender's rights and obligations of Term Loans unless it shall object thereto by written notice under this Agreement with respect to the Administrative Agent within ten Business Days after having received notice thereofLoans or the Commitment assigned, except that this clause (Bii) the Administrative Agent shall not (such consent not x) apply to be unreasonably withheld rights in respect of Swing Line Loans or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or (y) prohibit any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or any not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500 (provided that (x) no such fee shall be payable in the case of assignments to an Affiliate or Approved Fund of such assignor and (y) only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds) and the Eligible Assignee, if it shall not be a Lender’s , shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect of its LC Exposureaccordance with Section 11.06(d).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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 prior written consent Administrative Agent shall not be less than $5,000,000 unless each of (A) 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 no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an any such assignment and delegation of rights and obligations of Term Loans unless it the Borrower shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided provided, further, that no consent of the Administrative Agent simultaneous assignments by or to two or more Approved Funds shall be required combined for an purposes of determining whether the minimum assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.requirement is met;

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 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 and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, 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 an assignment of Revolving Loans and $1,000,000 in the case of an assignment of Term Loans unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (C) each Issuing Bank (such consent not to be unreasonably withheld or delayeddelayed and no consent of the Company shall be required in connection with assignments made by Bank of America within 30 days of the Closing Date in connection with the primary syndication of the Loans and Commitments); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) 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 prior 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 an assignment in respect of the Revolving Facility or $1,000,000 in the case of an assignment in respect of the Term Facility, 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 consent notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Credit Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1x) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five (5) Business Days after having received notice thereofthereof and (y) no such consent shall be required if 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 as set forth in Schedule 11.06(b); and (Bv) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of and the Administrative Agent shall deliver such Notes to the Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be required for an assignment a party to this Agreement and, to the extent of the interest assigned by such Assignment and delegation of all or any portion of a Term Commitment or Term Loan to a LenderAssumption, an Affiliate have the rights and obligations of a Lender or an Approved Fund under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and obligations of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and surrender by the assigning Lender of its Notes, if any, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed)withheld) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class an assignment and delegation to another Lender under such Classa Lender, an Affiliate of a Lender under such Class or Lender, an Approved Fund and (2) or, if a payment Default or 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 delegationEligible Assignee; provided further that the Borrower shall be deemed to have consented to an any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and Fund, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) Bank, 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 LC Exposure and (D) 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.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this paragraph (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment, the Loans at the time owing to it and the L/C Obligations, 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, and L/C Obligations (in each case 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 provided, however, that no consent 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, the Commitment or the L/C Obligations assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Lender's Commitment must be approved by the Administrative Agent, the Issuing Bank and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 11.07, and if the Eligible Assignee is not a Lender, such Eligible Assignee shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01, 4.04, 4.05, and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Upon request by the Company, the assigning Lender shall return the Note, if any, executed by the Company in favor of such assigning Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time after the Closing Date assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default entire remaining amount of the type set forth assigning Lender’s Commitment and the related Loans at the time owing to it or CHAR1\1812724v7 contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section 7.01(a), (b), (h) in the aggregate or (i) has occurred and is continuing, for any other assignment and delegation; provided further that in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (Cb)(i)(A) of this Section, the aggregate amount of the Commitments and the principal outstanding balance of the Loans of the assigning Lender subject to each Issuing Bank 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 in respect of a Revolving Commitment (and the related Revolving Loans thereunder) and $1,000,000 in the case of any assignment in respect of a Term Loan, unless each of the Administrative Agent and, so long as no Specified Event of Default has occurred and is continuing, the Company otherwise consents (each 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 Lender’s obligations in respect of its LC Exposure).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: (i) (i) Minimum Amounts. (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender it under such Class, an Affiliate Facility or in the case of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, no minimum amount need be assigned; and (CB) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Issuing Bank 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 in respect of the Revolving Credit Facility, or $1,000,000, 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, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) in the case ); provided, however, that concurrent assignments to members of any assignment an Assignee Group and delegation concurrent assignments from members of all an Assignee Group to a single Eligible Assignee (or a portion of a Revolving Commitment or any Lender’s obligations in respect to an Eligible Assignee and members of its LC Exposure.Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; -183-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default Lender, each of the type set forth in Section 7.01(arelevant Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (b), (hii) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, Lender or an Affiliate of a Lender or an Approved Fund assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the relevant Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and (Cv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (j) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposure.this Section. 364-DAY CREDIT AGREEMENT

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with ); provided that: except in the prior written consent case of (A) an assignment of the Borrower entire remaining amount of the assigning Lender's Commitment or Loans of any Class or (B) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, the aggregate amount of the Commitment of such Class (which for this purpose includes Loans outstanding thereunder) or, if the Commitment of any Class is not then in effect, the principal outstanding balance of the Loans of such Class of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, shall not be less than (x) $1,000,000, in the case of assignments under the Term Facility, and (y) $5,000,000, in the case of assignments under the Primary Revolving Subfacility or the Singapore Revolving Subfacility, unless, in each case, 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 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 further, however, that, notwithstanding anything to the contrary in this Section 10.06, no assignment shall be permitted that no consent would result in the transfer of any outstanding Committed Primary Revolving Loan made to a Dutch Borrower in a principal amount less than E50,000 unless the Eligible Assignee to which such assignment is made shall be a Primary Revolving Lender that shall theretofore have made a Committed Primary Revolving Loan to a Borrower in a principal amount not less than E50,000; 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 of the Borrower Class being assigned, except that this clause (ii) shall not be required (1) for assignments construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans of any Class to another Lender under Loans; each such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by require prior written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent consent (such consent not to be unreasonably withheld withheld) of: the Company, provided that no consent of the Company shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or delayed)an Approved Fund or (y) if an Event of Default has occurred and is continuing, any other Eligible Assignee; and the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund; 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 in which such Eligible Assignee designates one or more credit contacts to whom all syndicate-level information (Cwhich may contain material non-public information about the Company, its Subsidiaries and its and their Related Parties or securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Securities Laws. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto and shall deliver to the Company the Note, if any, in its favor marked "cancelled") but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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 prior written consent aggregate amount of the Commitment (Awhich 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 that no consent of the Borrower (ii) each partial assignment shall be required 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; (1iii) for assignments any assignment of Commitments a Commitment must be approved by the Administrative Agent and the L/C Issuers unless the Person that is the proposed assignee is itself a Lender (whether or Loans not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of any Class to another Lender under such Class, $3,500 (unless the Eligible Assignee is an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.-77-

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to itit under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and in any case not described in clause (b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the prior written consent 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 in respect of the Revolving Facility, unless each of the Administrative Agent and, with respect to the Revolving Facility only and so long as no Event of Default has occurred and is continuing, each Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided that no consent concurrent assignments to members of the Borrower shall be required an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment Eligible Assignee 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect members of its LC ExposureAssignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

Assignments by Lenders. (i) Subject to Any of the conditions set forth in paragraph (b)(ii) below, Lenders may at any Lender may time assign and delegate to one or more Eligible Assignees Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of its their rights and obligations under this Agreement (including all or a portion of its the Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided provided, however, that no consent of the Borrower such assignment shall be required (1) for assignments of Commitments or Loans of any Class made to another Lender under such ClassBorrower, an Affiliate of a Lender under such Class Borrower, or an Approved Fund any employees or [***] Certain information in this document has been omitted and (2) if filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. directors of Borrower or, unless 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 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 Administrative Agent pursuant to Section 13.05(d), from and delegation; provided further that after the Borrower effective date specified in each Assignment and Assumption, the assignee thereunder shall be deemed a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice the Lenders under this Agreement and the other Loan Documents, and correspondingly the assigning Lender shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Assumption, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of Assumption covering all or a portion of a Revolving Commitment or any Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 13.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect of its LC Exposureaccordance with Section 13.05(e).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Each Lender may assign and delegate to one or more Eligible Assignees all or a any portion of its such Lender’s interests, rights and obligations under set forth in this Agreement (or the other Credit Documents, including all or a portion of its Commitment Commitments and the Loans at the time owing to it(including for purposes hereof, its participations in L/C Obligations and Swingline Loans) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of (a) unless waived by the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such ClassAdministrative Agent, an Affiliate administrative fee in the amount of a Lender under such Class or an Approved Fund and Three Thousand Five Hundred Dollars (2$3,500.00) 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 paid to the Administrative Agent within ten Business Days after having received notice thereofby either the assigning Lender or the Eligible Assignee in connection with the assignment, (Bb) 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 with respect to the Loans and Commitments assigned (except this clause (c) shall not apply to the Swingline Lender’s rights and obligations in the Swingline Loans), (d) the parties to each such assignment shall execute and deliver an Assignment And Assumption to the Administrative Agent (such consent not with copies to be unreasonably withheld sent contemporaneously to each Lender), for its acceptance, and (e) such Assignment And Assumption does not require the filing of a registration statement with the Securities And Exchange Commission or delayed); provided that no consent require the Loans or any Notes to be qualified in conformance with the requirements imposed by any blue sky Laws or other Laws of any state. Upon such execution, delivery, acceptance and recording, from and after the Administrative Agent effective date specified in each Assignment And Assumption, which effective date is at least five (5) Business Days after the execution thereof, (a) the Assignee thereunder shall be required for an assignment a party hereto and, to the extent provided in such Assignment And Assumption, have the rights, duties, and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate obligations of a Lender or an Approved Fund hereunder, and (Cb) each Issuing Bank (the assigning Lender thereunder shall, to the extent provided in such consent not Assignment And Assumption, be released from its duties and obligations under this Agreement but shall continue to be unreasonably withheld or delayed) entitled to all indemnification and reimbursement rights provided to the Lenders by the Borrower pursuant to any of the Credit Documents with respect to facts, events, and circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the case Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of any assignment and delegation rights or obligations under the Credit Documents that does not comply with this Section shall be treated for purposes of all or the Credit Documents as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect of its LC Exposure.accordance with Section 10.03

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans 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 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 prior written consent Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 (A) which minimum may be acquired by the assignee from two or more assigning Lenders), unless each of Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower Mid-Con Energy Properties, LLC Compiled Credit Agreement each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender’s rights and obligations of Term Loans unless it shall object thereto by written notice under this Agreement with respect to the Administrative Agent within ten Business Days after having received notice thereof, (B) Loan or the Administrative Agent (such consent not to be unreasonably withheld or delayed)Commitment assigned; provided that no consent of the Administrative Agent shall be required for an any assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank must be approved by LC Issuer (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Details Form in form satisfactory to Administrative Agent. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits, and subject to the requirements of, of Sections 3.2, 3.4, 3.5 and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in U.S. 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 it or in the case of an assignment to a Lender or an Affiliate of 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 prior written consent applicable Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than U.S. $5,000,000 unless each of the applicable Agent and, so long as no Event of Default has occurred and is continuing, the applicable Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of U.S. Swing Line Loans; (iii) any assignment of a Commitment must be approved by the applicable Agent, the applicable L/C Issuer, in the case of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if U.S. Commitment, the U.S. Swing Line Lender, and, unless 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 Borrowers (each such approval referred 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, in this clause (Biii) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the applicable Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the applicable Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the applicable Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section. Upon the request of Borrowers, and following the effectiveness of any Assignment, the assignor Lender will cancel and return to Borrowers any Note held by such assignor Lender.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (a) except if (i) an Event of Default has occurred and is continuing or (ii) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or (iii) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the prior written consent aggregate amount of the Commitment or Loan being assigned (Awhich for this purpose includes Loans outstanding thereunder) shall not be less than $10,000,000, unless the Borrower Administrative Agent otherwise consents to a lower amount (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower (b) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender’s rights and obligations of Term Loans unless it shall object thereto under this Agreement with respect to the Loan or the Commitment assigned; - 125 - CREDIT AGREEMENT (c) any assignment must be approved by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent and Master Borrower (such consent approval not to be unreasonably withheld or delayed); provided that no consent of , after consultation with the Administrative Agent shall be required for an assignment and delegation of all Borrowers, unless: (i) the proposed assignee is itself already a Lender or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender; (ii) the proposed assignee is the Administrative Agent or the Issuing Bank; or (iii) an Event of Default has occurred and is continuing; and (Cd) the parties to each Issuing Bank assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 14.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 4.10 and Section 15.8, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and delegation of all obligations in accordance Section 14.4. 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 Borrowers or a portion new Loan to the Borrowers. Section 14.3 Register The Administrative Agent shall maintain at one of its offices in Toronto, Ontario a Revolving 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 or of, and principal amounts 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 the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender’s obligations in respect of its LC Exposure, at any reasonable time and from time to time upon reasonable prior notice.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under (other than in the case of an assignment to such Class an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Approved Fund Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (2v) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default of the type set forth in under Section 7.01(a8.01(f), (b), (hg) or (i) has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, for any other assignment from and delegation; provided further that after the Borrower effective date specified in each Assignment and Acceptance, the assignee thereunder shall be deemed a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice a Lender under this Agreement, and the assigning Lender thereunder shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Acceptance, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.Acceptance covering

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default Lender, each of the type set forth in Section 7.01(arelevant Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (b), (hii) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, Lender or an Affiliate of a Lender or an Approved Fund assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the relevant Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and (Cv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (j) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposure.this Section. 73 - 67 -

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments 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)) of (A) the Borrower; provided that provided, that, no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class an assignment and delegation to another Lender under such Classa Lender, an Affiliate of a Lender under such Class or an Approved Fund and or (2) if an Event of Default of the type set forth in Section 7.01(aunder clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing; provided, further, that, that it shall be reasonable for the Borrower to withhold its consent to any other assignment and delegationto a Person known to or reasonably believed by it to be a Disqualified Institution or an Affiliate of a Disqualified Institution, whether or not such Person is listed as a Disqualified Institution at such time; provided further that provided, further, that, the Borrower shall be deemed to have consented to an any such 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)Agent; provided that provided, that, no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, an Affiliate of an existing Revolving Lender or an Approved Fund with respect to a Revolving Lender, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) Bank, 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 LC ExposureExposure (other than to an existing Revolving Lender) and (D) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to an existing Revolving Lender).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term 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 that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b)subject to, (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, an Affiliated Debt Fund, the Borrower or an Affiliate of the Borrower (in each case, other than a Disqualified Institution), the prior written consent of the Administrative Agent, and (Cii) each Issuing Bank so long as (such consent not to be unreasonably withheld or delayed) other than in the case of a proposed assignment to a Disqualified Institution, for which the Borrower’s consent (the request for such consent to be delivered both to the Borrower and the Sponsor) shall always be required; and provided that the Borrower shall have the right to withhold or delay their consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) no Event of Default under Section 8.01(a), (b), (g) with respect to the Borrower, or (h) with respect to the Borrower shall have occurred and delegation of all or a portion be continuing, the Borrower (the request for such consent to be delivered both to the Borrower and the Sponsor; and the Borrower’s consent to any such assignment to be deemed to have been given if (except in the case of a Revolving Commitment or any Lender’s obligations in respect proposed assignment to a Disqualified Institution) the Borrower has not responded within ten (10) Business Days of its LC Exposure.a written request for such consent); provided that:

Assignments by Lenders. (i) Subject Notwithstanding anything to the contrary contained in this Section 11.06 or otherwise in this Agreement, assignments, participations and other transfers of GO Bond Term Loans or GO Bonds, or in respect to any other documents, instruments or agreements included in the GO Bond Documents, and rights and obligations thereunder, shall comply in all respects with the applicable terms and conditions set forth of the respective GO Bond Documents and in paragraph the event any such term or condition shall conflict with this Section 11.06, such assignment, participation or other transfer shall not be subject to the terms and conditions of this Section 11.06, and in connection with, but not in limitation of, the foregoing, the term “Lender” as used in Sections 11.06(b) — (b)(iif) belowshall in such event exclude any reference to any GO Bond Term Lender and shall be limited to the Revolver Credit Lenders and the term “Loans” as used in Sections 11.06(b) — (f) shall in such event exclude any reference to any GO Bond Term Loan. In furtherance of the foregoing, the parties hereto agree that in such event the Administrative Agent shall have no duties or obligations with respect to any assignments, participations and other transfers of GO Bond Term Loans or GO Bonds, or in respect to any other documents, instruments or agreements included in the GO Bond Documents, and rights and obligation thereunder, and in such event shall not be required to maintain any such transactions in any register it maintains or is otherwise required to maintain in connection with the transactions contemplated by this Agreement. Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, subject to the foregoing, its GO Bond Term Loans) (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) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower any such assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice subject 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.following conditions:

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.04(b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender it under such Class, an Affiliate Facility or in the case of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, no minimum amount need be assigned; and in any case not described in subsection (Cb)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Issuing Bank 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, in the case of any assignment in respect of any Revolving Facility, or $1,000,000, in the case of any assignment in respect of any Term Facility, 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) in the case ); provided, however, that concurrent assignments to members of any assignment an Assignee Group and delegation concurrent assignments from members of all an Assignee Group to a single Eligible Assignee (or a portion of a Revolving Commitment or any Lender’s obligations in respect to an Eligible Assignee and members of its LC Exposure.Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of an assignment to a Lender or a domestic Affiliate of a Lender, each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Commitment or any Lender's obligations in respect of its Swingline Exposure, the Swingline Lender) must give their prior written consent to such assignment (which consent shall not be required unreasonably withheld), (1ii) for assignments except in the case of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (2v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default of the type set forth in Section 7.01(aunder clause (a), (b), (h) or (i) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, for any other assignment from and delegation; provided further that after the Borrower effective date specified in each Assignment and Acceptance, the assignee thereunder shall be deemed a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice a Lender under this Agreement, and the assigning Lender thereunder shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Acceptance, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for Three-Year Credit Agreement 47 purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, in the case of any assignment in respect of the Revolving Credit Facility for 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 no consent of the Borrower (ii) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to rights in respect of Term Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless it the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall object thereto by written notice execute and deliver to the Administrative Agent within ten Business Days after having received notice thereofan Assignment and Assumption, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed)together with a processing and recordation fee of $3,500; provided that (A) no consent of the Administrative Agent such fee shall be required for payable in the case of an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayedB) in the case of any assignment contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments and delegation (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of all or this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a portion party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Revolving Commitment or any Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect of its LC Exposure.accordance with Section 10.06(d). 116

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Exposure and in Swing Line Loans) at the time owing to it); provided, that (i) 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative 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 Administrative Agent and, so long as no Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided however, that no consent 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, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuers, and the Swing Line Lenders unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 15.11, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.4, 4.5, and 15.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 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 outstanding principal balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the prior written consent Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of (A) the Trade Date, shall not be less than $5 million 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 no consent of the Borrower each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender's rights and obligations of Term Loans unless it shall object thereto by written notice under this Agreement with respect to the Administrative Agent within ten Business Days after having received notice thereofLoans or the Commitment assigned, except that this clause (Bii) shall not apply to rights in respect of Swing Line Loans; any assignment of a Commitment must be approved by the Administrative Agent Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such consent not to be unreasonably unreasonably, withheld or delayed); provided that no consent of and the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $2,500 (other than assignments by any Lender to one of its Affiliates). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be required for an assignment a party to this Agreement and, to the extent of the interest assigned by such Assignment and delegation of all or any portion of a Term Commitment or Term Loan to a LenderAssumption, an Affiliate have the rights and obligations of a Lender or an Approved Fund under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section 10.06.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of 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 provided, however, that no consent 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) any assignment of a Commitment must be approved by Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06, payable by the assigning Lender and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign at any time assign, with, so long as no Event of Default has occurred and delegate is continuing, the consent of the Borrower (which consent may be given or withheld in the Borrower’s sole discretion) to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); 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) subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, or that is in an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent to be within the discretion of the consenting party), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which fee shall not be payable by the Borrower) and (iv) no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class if the proposed assignment is to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender unless as a result of such assignment, the Borrower would incur an additional cost pursuant to Section 3.04, but the assigning Lender shall give the Administrative Agent and the Borrower written notice thereof. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (Cc) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any assignment an Assignment and delegation Assumption covering all of all or a portion of a Revolving Commitment or any the assigning Lender’s rights and obligations in under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its LC Exposure.expense) shall execute and deliver a Note

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) ), with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 (which consent shall not be unreasonably withheld), provided that (i) no such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of by a Term Commitment or Term Loan Lender to a another Lender, (ii) except in the case of an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an assignment of the entire remaining amount of the assigning Lender's Commitment or Loans, the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and delegation Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Administrative Agent otherwise consents, (iii) each partial assignment of Commitment or Loans shall be made as an assignment of a proportionate part of all or the assigning Lender's rights and obligations of such Commitment and Loans under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a portion processing and recordation fee of $3,500 to be paid by the assignor, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (with a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.Credit Agreement --------------------------

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees banks or other entities all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and Commitments, the Loans at the time Advances owing to it, any Notes held by it, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of such Lender's rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the prior written consent Commitments and the related Advances and Letters of Credit, (Aii) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent amount of the Borrower Commitments and Advances of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall be, if to an entity other than a Lender, not less than $5,000,000 (or, if less, the amount of its remaining Commitments and Advances in connection with an assignment of all such remaining Commitments and Advances) and, with respect to amounts equal to $5,000,000 or greater, shall be required an integral multiple of $1,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption, together with any Notes subject to such assignment, and (v) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption, which effective date shall be at least three (3) Business Days after the execution thereof, (1) the assignee thereunder shall be a party hereto for assignments of Commitments or Loans of any Class all purposes and, to another Lender under the extent that rights and obligations hereunder have been assigned to it pursuant to such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund hereunder and (2) if such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of such Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Unless an Event of Default of the type set forth in Section 7.01(a)has occurred, (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed Lender intending 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 assign all or any portion of a Term Commitment or Term Loan its rights and obligations under this Agreement to a another lending institution shall endeavor to provide the Borrower with prior notice of such Lender's intent to assign, an Affiliate and such notice shall include the name of a the lending institution to which such Lender or an Approved Fund and (C) each Issuing Bank (is contemplating making 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 Lender’s obligations in respect of its LC Exposureassignment.

Assignments by Lenders. Notwithstanding anything herein to the contrary, no Lender may assign all or a portion of its rights and obligations pursuant to this Section 9.04(b) unless (iA) an Event of Default has occurred and is continuing, (B) payments of interest hereunder by the Borrower to the Lenders are subject to withholding tax in Brazil at a rate at least equal to the rate of withholding tax payable by a Brazilian borrower to Foreign Lenders resident in a jurisdiction that does not have a tax treaty with Brazil, or (C) such assignment shall not subject interest payments to such assignee to withholding tax in Brazil. Subject to the conditions set forth in paragraph (b)(ii) belowimmediately preceding sentence and the provisions of the Arranger Participation Agreement, any Lender may assign and delegate to one or more Eligible Assignees financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate Arranger, or a financial institution that is a member of a Lender or an Approved Fund the Federal Reserve System of the United States of America and that has combined capital and surplus of not less than $500,000,000, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (C) each Issuing Bank (such which consent shall not to be unreasonably withheld or delayedwithheld), (ii) except in the case of any an assignment to a Lender, an Arranger, or a pledge or assignment to a Federal Reserve Bank of the United States, or an assignment of the entire remaining amount of the assigning Lender's Commitment(s) and outstanding Loans, the amount of the Commitment(s) and outstanding principal amount of Loans of the assigning Lender (x) subject to each such assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.(y) retained after giving

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.06(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 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term B Facility, 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 no consent of the Borrower (ii) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of Term Loans its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the L/C Issuer unless it the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall object thereto by written notice execute and deliver to the Administrative Agent within ten Business Days after having received notice thereofan Assignment and Assumption, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed)together with a processing and recordation fee of $3,500; provided that (A) no consent of the Administrative Agent such fee shall be required for payable in the case of an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayedB) in the case of any assignment contemporaneous assignments by a Lender to one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments and delegation (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of all or this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a portion party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Revolving Commitment Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request and following the delivery to the Borrower of the original note issued to the assignor Lender, if any, the Borrower (at its expense) shall execute and deliver a replacement Note to the assignee Lender. Any assignment or any Lender’s transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect of its LC Exposureaccordance with Section 10.06(d).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if "Trade Date" is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (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) any assignment of a Commitment must be approved by Agent and the L/C Issuer unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the 47 Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of 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 provided, however, that no consent concurrent assignments to members of the Borrower 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 required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender’s rights and obligations of Term Loans unless it shall object thereto by written notice under this Agreement with respect to the Administrative Agent within ten Business Days after having received notice thereof, Loans or the Commitment assigned; (Biii) 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 any assignment and delegation of all or any portion of a Term Commitment or Term Loan to must be approved by Agent unless the Person that is the proposed assignee is itself a Lender, an Affiliate of a Lender Lender, or an Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) the parties to each Issuing Bank assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 10.06, payable by the assigning Lender and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such consent not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be unreasonably withheld or delayed) released from its obligations under this Agreement (and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of an assignment to a Lender or a domestic Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be required unreasonably withheld), (1ii) for assignments except in the case of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (2v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default of the type set forth in Section 7.01(aunder clause (a), (b), (h) or (i) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, for any other assignment from and delegation; provided further that after the Borrower effective date specified in each Assignment and Acceptance, the assignee thereunder shall be deemed a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice a Lender under this Agreement, and the assigning Lender thereunder shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Acceptance, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be 145 unreasonably withheld or delayed)) of (A) the Borrower; provided that provided, that, no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class an assignment and delegation to another Lender under such Classa Lender, an Affiliate of a Lender under such Class or an Approved Fund and or (2) if an Event of Default of the type set forth in Section 7.01(aunder clause (a), (b), (h) or (i) of Section 7.01 has occurred and is continuing; provided, further, that, that it shall be reasonable for the Borrower to withhold its consent to any other assignment and delegationto a Person known to or reasonably believed by it to be a Disqualified Institution or an Affiliate of a Disqualified Institution, whether or not such Person is listed as a Disqualified Institution at such time; provided further that provided, further, that, the Borrower shall be deemed to have consented to an any such 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)Agent; provided that provided, that, no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender, an Affiliate of an existing Revolving Lender or an Approved Fund with respect to a Revolving Lender, (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) Bank, 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 LC ExposureExposure (other than to an existing Revolving Lender) and (D) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to an existing Revolving Lender).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default Lender, each of the type set forth in Section 7.01(arelevant Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (b), (hii) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, Lender or an Affiliate of a Lender or an Approved Fund assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the relevant Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,000, and (Cv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (j) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required subject to, except (1) for assignments in the case of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or (2) with respect to the elevation of any participation to an assignment, if Owl Rock, in its sole discretion, determines the assignment is necessary to comply with or avoid the consequences of a determination by any regulatory authority, including the Securities and Exchange Commission or court of law, the prior written consent of (A) the Administrative Agent and (CB) each Issuing Bank so long as (other than in the case of a proposed assignment to a Disqualified Institution) (1) no Event of Default under Section 8.01(a), (b), (d) (solely as a result of a breach of Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a), (b) or (c)) shall have occurred and be continuing, the Borrower (the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent) (in the case of clauses (A) and (B), such consent not to be unreasonably withheld withheld, conditioned or delayed) 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 LC Exposure.); provided that:

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including 122 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 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 prior written 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 an assignment in respect of the Revolving Facility or $1,000,000 in the case of an assignment in respect of the Term Facility, 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 Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Credit Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower (such consent not to be unreasonably withheld or delayed) 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); provided that no consent (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee as set forth in Schedule 11.06(b); and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (and the Administrative Agent shall deliver such Notes to the Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and obligations of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and surrender by the assigning Lender of its Notes, if any, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice a Lender 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 portion of a Term Commitment or Term Loan to a another Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s 's obligations in respect of its LC Exposure., Swingline Exposure or Foreign Currency Exposure, the Issuing Lenders, the Swingline Lender and the Foreign Currency Lender) must give their prior written consent to such assignment (which consent in each case shall not be unreasonably withheld), (ii) except in the case of an assignment by a Lender to another Lender, an Affiliate of a Lender or with respect to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment of any Class of Commitment or Loans shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations of such Class of Commitment and Loans under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and Credit Agreement

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that (i) 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, 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 no consent of the Borrower (ii) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender under such Class or an Approved Fund and (2) if an and, so long as no 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 unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be deemed a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice a Lender under this Agreement, and the assigning Lender thereunder shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Assumption, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section 10.06.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under (other than in the case of an assignment to such Class an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), each of the Borrower and each Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or an Approved Fund Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment(s), the amount of the Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agents) shall not be less than $5,000,000 unless each of the Borrower and each Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agents an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (2v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agents an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default of the type set forth in under Section 7.01(a8.01(f), (b), (hg) or (i) has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, for any other assignment from and delegation; provided further that after the Borrower effective date specified in each Assignment and Acceptance, the assignee thereunder shall be deemed a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have consented to an assignment and delegation of the rights and obligations of Term Loans unless it shall object thereto by written notice a Lender under this Agreement, and the assigning Lender thereunder shall, 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 extent of the Administrative Agent shall interest assigned by such Assignment and Acceptance, be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lenderreleased from its obligations under this Agreement (and, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 10.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent (i) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to a Lender or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default Lender, each of the type set forth in Section 7.01(aBorrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (b), (hii) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, Lender or an Affiliate of a Lender or an Approved Fund assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of outstanding Competitive Loans, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (Cv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (f) or (g) of Article VI has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Issuing Bank Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 8.03). Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments 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 Commitments and the Loans at the time owing to it, and except in the case of an assignment to any Lender or an Affiliate of any Lender, the aggregate amount of the Commitments (which for this purpose includes Loans outstanding thereunder) or, if the Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the prior written consent Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of (A) the Trade Date, shall not be less than $250,000 unless, so long as no Event of Default has occurred and is continuing, each of the Administrative Agent and the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that no consent (ii) except in the case of the Borrower shall be required (1) for assignments of Commitments an assignment to any Lender or Loans of any Class to another Lender under such Class, an Affiliate of any Lender, each partial assignment shall be made as an assignment of a Lender proportionate part of all the assigning Lender’s rights and obligations under such Class this Agreement with respect to the Loans or an Approved Fund and the Commitments assigned; (2iii) if an so long as no 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 of any Commitments must be deemed to have consented to an assignment and delegation of rights and obligations of Term Loans unless it shall object thereto approved by written notice to the Administrative Agent within ten Business Days after having received notice thereof, and the Borrower (B) the Administrative Agent (each such consent approval not to be unreasonably withheld or delayed); provided , unless the Person that no consent of is the Administrative Agent shall be required for an assignment and delegation of all proposed assignee is itself a Lender or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Approved Fund Eligible Assignee); and (Civ) the parties to each Issuing Bank assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, unless the Administrative Agent shall otherwise agree, a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.6, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such consent not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be unreasonably withheld or delayed) released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.4, 3.5, and 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request and following the delivery to the Administrative Agent of the original Note issued to the assignor Lender, if any, the Borrower (at its expense) shall execute and deliver a replacement Note to the assignee Lender. Any assignment or transfer by any assignment and delegation Lender of all rights or obligations under this Agreement that does not comply with this paragraph (b) shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (d) of its LC Exposurethis Section 10.6.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower (ii) each partial assignment shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, made as an Affiliate assignment of a Lender under such Class or an Approved Fund and (2) if an Event proportionate part of Default of all 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 assigning Lender’s rights and obligations of Term Loans unless it shall object thereto by written notice under this Agreement with respect to the Administrative Agent within ten Business Days after having received notice thereofLoans or the Commitment assigned, except that this clause (Bii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the Administrative Agent (L/C Issuer and Swing Line Lender, such consent approval 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); provided that no consent and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Administrative Agent Eligible Assignee, if it shall not be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, shall deliver to Agent an Affiliate Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender or an Approved Fund under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) and, in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that, any such assignment shall be subject to the following conditions: (i) Minimum Amounts (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it) with it or in the prior written consent case of (A) the Borrower (such consent not an assignment to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and (CB) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each Issuing Bank 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 $5,000,000 unless each of the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayeddelayed and shall be deemed given if the Lead Borrower has not responded to a request for such consent within seven (7) in the case Business Days); provided, however, that concurrent assignments to members of any assignment an Assignee Group and delegation concurrent assignments from members of all an Assignee Group to a single Eligible Assignee (or a portion of a Revolving Commitment or any Lender’s obligations in respect to an Eligible Assignee and members of its LC Exposure.Assignee

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (C) each Issuing Bank (such which consent shall not to be unreasonably withheld or delayedwithheld), (ii) except in the case of (A) an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender or (B) an assignment of the entire remaining amount of the assigning Lender's Commitment(s) and/or Loans, the amount of the Commitment(s) and/or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment of the Commitment and/or Loans(s) of any Class shall be made as an assignment and delegation of a proportionate part of all the assigning Lender's rights and obligations with respect to such Commitment and/or Loan(s), (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h) or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a portion party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Revolving Commitment Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 10.03). Any assignment or any Lender’s transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (C) each Issuing Bank (such which consent shall not to be unreasonably withheld or delayed), (ii) 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 Borrower and the Administrative Agent otherwise consent (which consent shall not be unreasonably withheld or delayed), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and delegation obligations in accordance with paragraph (e) of this Section. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of, or administered by, such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to timely provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Borrower may bring any proceeding against either or both of the Granting Lender and the SPV in order to enforce any rights of the Borrower hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Credit Agreement Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that nothing contained in this paragraph shall relieve any Granting Lender of its obligations under this Agreement and that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment in accordance with the terms of this Agreement. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans and such SPV may disclose, on a Revolving Commitment confidential basis in accordance with Section 9.12, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or any Lender’s obligations provider of a surety, guarantee or credit liquidity enhancement to such SPV. Each Granting Lender shall provide the Borrower with notice of each grant made by it under this paragraph to an SPV. Except for its obligation to make payments directly to an SPV in respect of its LC Exposureany Loan (or any part thereof) made by such SPV, the Borrower shall continue to deal solely and directly with the Granting Lender. This paragraph may not be amended without the consent of any SPV at the time holding Loans under this Agreement.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) unless an Event of Default has occurred and is continuing or the assignment is to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the prior written consent assigning Lender shall have provided ten (10) days advance notice to the Borrower, (ii) 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 (Awhich 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 that no consent (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned; (iv) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and (a) the Loans and (b) Revenue Interests at the time owing to it); provided, that, (i) with the prior written consent of no such assignment shall be made (A) to the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B) or (C) to a natural Person, and (ii) no Lender may separate its rights and obligations with respect to the Loans owing to it from the Revenue Interests owing to it in any such assignment. Neither the Borrower nor any other Loan Party may assign any of its rights or obligations under this Agreement or any of the other Loan Documents. From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be required (1) for assignments a party to this Agreement and, to the extent of Commitments or Loans of any Class to another Lender under the interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment an Assignment and delegation Assumption covering all of all or a portion of a Revolving Commitment or any the assigning Lender’s rights and obligations in respect of its LC Exposure.under this Agreement, such Lender shall cease to be a party 100

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (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) any assignment of a Commitment must be approved by Agent and the L/C Issuer unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (C) each Issuing Bank (such which consent shall not to be unreasonably withheld or delayed), (ii) 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 Borrower and the Administrative Agent otherwise consent (which consent shall not be unreasonably withheld or delayed), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section 9.04, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and delegation obligations in accordance with paragraph (e) of this Section 9.04. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of, or administered by, such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to timely provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Borrower may bring any proceeding against either or both of the Granting Lender and the SPV in order to enforce any rights of the Borrower hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that nothing contained in this paragraph shall relieve any Granting Lender of its obligations under this Agreement and that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment in accordance with the terms of this Agreement. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans and such SPV may disclose, on a Revolving Commitment confidential basis in accordance with Section 9.12, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or any Lender’s obligations provider of a surety, guarantee or credit liquidity enhancement to such SPV. Each Granting Lender shall provide the Borrower with notice of each grant made by it under this paragraph to an SPV. Except for its obligation to make payments directly to an SPV in respect of its LC Exposureany Loan (or any part thereof) made by such SPV, the Borrower shall continue to deal solely and directly with the Granting Lender. This paragraph may not be amended without the consent of any SPV at the time holding Loans under this Agreement.

Assignments by Lenders. Notwithstanding anything herein to the contrary, no Lender may assign all or a portion of its rights and obligations pursuant to this Section 10.04(b) unless (iA) an Event of Default has occurred and is continuing, (B) payments of interest hereunder by the Borrowers to the Lenders are subject to withholding tax in Brazil at a rate at least equal to the rate of withholding tax payable by a Brazilian borrower to Foreign Lenders resident in a jurisdiction that does not have a tax treaty with Brazil, or (C) such assignment shall not subject interest payments to such assignee to withholding tax in Brazil. Subject to the conditions set forth in paragraph (b)(ii) belowimmediately preceding sentence and the provisions of the Arranger Participation Agreement, any Lender may assign and delegate to one or more Eligible Assignees financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no (i) except in the case of an assignment to a Lender, an Arranger, or a financial institution that is a member of the Federal Reserve System of the United States of America and that has combined capital and surplus of not less than $500,000,000, each of the Borrowers and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender, an Arranger, or a pledge or assignment to a Federal Reserve Bank of the United States, or an assignment of the entire remaining amount of the assigning Lender's Commitment(s) and outstanding Loans, the amount of the Commitment(s) and outstanding principal amount of Loans of the assigning Lender (x) subject to each such assignment and (y) retained after giving effect to such assignment (in each case determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $3,500,000 and increments of $500,000 thereof unless each of the Borrowers and the Administrative Agent otherwise consent, (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $2,500; provided further that any consent of the any Borrower otherwise required under this paragraph shall not be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, for any other assignment from and delegation; provided further that after the Borrower effective date specified in each Assignment and Acceptance, the assignee thereunder shall be deemed a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have consented to an assignment and delegation of the 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 thereofa Lender under this Agreement, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent assignee shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan entitled to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure.receive any

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

Assignments by Lenders. (ia) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (a), 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 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower 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 the "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 Agent, and so long as no Default or Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by the Agent, the Issuing Bank and the Swing Line Bank 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 Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Agent pursuant to this Section 11.08, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.01, 4.03, 4.04, 11.04 and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect of its LC Exposureaccordance with Section 11.08(d).

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(iic)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations under this Agreement the Loan Documents (including all or a portion of 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 that no consent withheld) of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such ClassAdministrative Agent, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 any Commitment or of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund. (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 or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000, unless the Administrative Agent otherwise consents; (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 and the other Loan Documents; and (C) the parties to each Issuing Bank assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower, provided that the failure to give such consent copy to the Borrower shall not affect the validity of such Assignment Agreement) an Assignment Agreement in form and substance reasonably satisfactory to Administrative Agent. (iii) Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment Agreement, the assignee thereunder shall be unreasonably withheld or delayed) a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under the Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under the Loan Documents (and, in the case of any an Assignment Agreement covering all of the assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). Any assignment and delegation or transfer by a Lender of all rights or obligations under the Loan Documents that does not comply with this Section 13.05 shall be treated for purposes of the Loan Documents as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (e) of its LC Exposure.this Section. (d)

Assignments by Lenders. (i) Subject to Each Lender has the conditions set forth in paragraph (b)(ii) belowright, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and without the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent or notice to Borrowers but subject to approval by Agent, not to be unreasonably withheld or delayed); provided that (except no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have 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 approval shall be required for an any assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a the applicable Lender or an Approved Fund Fund), to sell, transfer, assign, negotiate, or grant participation in all or any part of, or any interest in, such Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents (other than any Warrant) as to which assignment, transfer and other such actions are governed by the terms thereof. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and is continuing,(i) no Lender shall assign its interest in the Loans and Loan Documents to any Person who in the reasonable estimation of Agent is a direct competitor of Borrower and (Cii) each Issuing Bank (such consent not to be unreasonably withheld no Lender shall assign, negotiate, or delayed) grant participation in the case of any assignment and delegation of all or a portion of a Revolving Commitment any part of, or any interest in, such Lender’s obligations obligations, rights, and benefits under this Agreement and the other Loan Documents to any Person who is not a “United States person” (as defined in respect Section 7701(a)(30) of its LC Exposurethe Internal Revenue Code of 1986) and who has not provided, prior to the date of such assignment, negotiation or participation, and from time to time thereafter upon request, a duly executed and completed IRS Form W-9 certifying that such Person is a “United States person” and exempt from U.S. federal backup withholding tax, provided that such assignment to a Person who is not a “United States person” shall be permitted (without the consent of Agent) if such Person has provided, prior to the date of such assignment, negotiation or participation, and from time to time thereafter upon request, a duly executed and completed IRS Form W-8 or otherwise complied with relevant tax laws and regulations.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (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 it or in the case of an assignment to a Lender or an Affiliate of 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 Administrative Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (A) the Borrower (each such consent not to be unreasonably withheld or delayed); provided (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that no consent this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with subsection (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments 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, no minimum amount need be assigned; and in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the prior written consent Assignment and Assumption, as of the Trade Date, shall not be less than Five Million Dollars (A$5,000,000) the unless, in each case, each of 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 provided, however, that no consent concurrent assignments to members of the Borrower shall be required an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to an assignment Eligible Assignee 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect members of its LC Exposure.Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may assign and delegate to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Credit Agreement Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under such Class, an Affiliate of a Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that except in the Borrower shall be deemed to have consented to case of 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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund Fund, each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (C) each Issuing Bank (such which consent shall not to be unreasonably withheld or delayed), (ii) 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 Borrower and the Administrative Agent otherwise consent (which consent shall not be unreasonably withheld or delayed), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and delegation obligations in accordance with paragraph (e) of this Section. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose vehicle (an “SPV”) of, or administered by, such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.01, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to timely provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Borrower may bring any proceeding against either or both of the Granting Lender and the SPV in order to enforce any rights of the Borrower hereunder. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto hereby agrees that nothing contained in this paragraph shall relieve any Granting Lender of its obligations under this Agreement and that no SPV shall be liable for any payment under this Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment in accordance with the terms of this Agreement. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year Credit Agreement and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof arising out of any claim against such SPV under this Agreement. In addition, notwithstanding anything to the contrary contained in this Section, any SPV may with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld) providing liquidity and/or credit support (if any) with respect to commercial paper issued by such SPV to fund such Loans and such SPV may disclose, on a Revolving Commitment confidential basis in accordance with Section 9.12, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or any Lender’s obligations provider of a surety, guarantee or credit liquidity enhancement to such SPV. Each Granting Lender shall provide the Borrower with notice of each grant made by it under this paragraph to an SPV. Except for its obligation to make payments directly to an SPV in respect of its LC Exposureany Loan (or any part thereof) made by such SPV, the Borrower shall continue to deal solely and directly with the Granting Lender. This paragraph may not be amended without the consent of any SPV at the time holding Loans under this Agreement.

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

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Any Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this paragraph (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, the Loans at the time owing to it and the L/C Obligations, 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 prior written consent aggregate amount of the Commitment (Awhich for this purpose includes Loans outstanding thereunder) or, if the Borrower applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, and L/C Obligations (in each case 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 (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, the Commitment or the L/C Obligations assigned; (iii) any assignment of a Lender's Commitment must be approved by the Administrative Agent and the Issuing Bank unless the Person that no consent is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and if the Eligible Assignee is not a Lender, such Eligible Assignee shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Borrower shall be required (1) for assignments of Commitments or Loans of any Class to another Lender under interest assigned by such ClassAssignment and Assumption, an Affiliate have the rights and obligations of a Lender under such Class or an Approved Fund this Agreement, and (2) if an Event of Default the assigning Lender thereunder shall, to the extent of the type set forth in Section 7.01(a)interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (b)and, (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 portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (C) each Issuing Bank (such consent not to be unreasonably withheld or delayed) in the case of any an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 4.01, 4.04, 4.05, and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Upon request by the Company, the assigning Lender shall return the Note, if any, executed by the Company in favor of such assigning Lender. Any assignment and delegation or transfer by a Lender of all rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a portion sale by such Lender of a Revolving Commitment or any Lender’s participation in such rights and obligations in respect accordance with paragraph (d) of its LC Exposurethis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed)) of (A) the Borrower; provided that no consent of the Borrower shall be required (1) for assignments of (x) with respect to Term Commitments or Loans of any Class Term Loans, for an assignment and delegation to another Lender under such Classa Lender, an Affiliate of a Lender under such Class 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 an any such assignment and delegation of rights and obligations of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten five Business Days after having received notice thereof, (B) the Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a Term Commitment or Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund and Fund, (C) each Dollar Issuing Bank 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, (such consent not to be unreasonably withheld D) each Multi-Currency Issuing Bank, in the case of any assignment and delegation of all or delayeda 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 LC Swingline Exposure.