Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed); provided, however, provided that no such assignment consent of the Borrower shall be made required (1) for assignments of Commitments or Loans of any Class to Borroweranother Lender under such Class, an Affiliate of Borrowera Lender under such Class or an Approved Fund and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or any employees or directors of Borrower or (i) has occurred and is continuing, for any other Person assignment and delegation; provided further that is not an Eligible Transferee (which restriction the Borrower shall not apply be deemed to (A) have consented to an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request and delegation of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, Term Loans unless it shall object thereto by written notice to the extent 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 interest assigned by 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 Assignment and Assumption, consent not to be released from its obligations under this Agreement (and, unreasonably withheld or delayed) in the case of an Assignment any assignment and Assumption covering delegation of 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 accordance with Section 12.05(e)respect of its LC Exposure.

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

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund and (y) upon the occurrence of a default, event of default or similar occurrence with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such Lender’s own financing or securitization transactionsassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge Term Commitment or Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Revolving Commitment or any Lender’s rights obligations in respect of its LC Exposure and obligations under this Agreement(D) each Swingline Lender, such Lender shall cease to be in the case of any assignment and delegation of all or 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 portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(e)respect of its Swingline Exposure.

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to any Borrower, an Affiliate of any Borrower, or any employees or directors of any Borrower or at any other Person time. So long as no Event of Default has occurred and is continuing, any assignment to Eligible Transferees that is not an would result in the Lenders that are Affiliates of Capital Royalty, L.P., in the aggregate, holding less than 50% of the right to vote the aggregate Commitments and Loans would require the consent of the Borrowers; provided that the Lenders may at any time assign the right to vote their Commitments and Loans to Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender Transferees in connection with (x) assignments by a securitization transaction or other leveraged arrangement that such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence Lenders may enter into with respect to such Lender’s own financing or securitization transactionstheir loan portfolios without Borrower consent. Notwithstanding the foregoing, or (B) a pledge each Lender may assign its rights and obligations under this Agreement at any time to an Affiliate of assets by a the Lender in connection with such Lender’s own financing or securitization transactions)without Borrower consent. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower at any time or to any party that the assigning Lender should, in the exercise of reasonable diligence, know or that Borrower has notified the assigning Lender is a competitor of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request Affiliate of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)competitor. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (orassign, if an with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (which consent may be given or withheld in the Borrower’s sole discretion) to any Person) one or more Eligible Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) 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 if the proposed assignment is to another Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence an Approved Fund with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with unless as a result of such Lender’s own financing or securitization transactions)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 the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e11.06(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans; provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (Aiii) an any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided 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, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that if the applicable Commitment is not then in effect, the principal outstanding balance of the 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 the remaining aggregate amount of the Commitment of such assigning Lender shall not be less than $5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrower, an Affiliate the Loan or the Commitment assigned; any assignment of Borrower, or any employees or directors of Borrower or any other a Commitment must be approved by the Administrative Agent unless the Person that is not the proposed assignee is itself an Eligible Transferee (Assignee, which restriction approval shall not apply be unreasonably withheld; and the parties to (A) each assignment shall execute and deliver to the Administrative Agent an assignment by Assignment and Assumption, together with a Lender in connection with (x) assignments by such Lender due processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. 50 Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 9.3 and Section 12.039.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made to Borroweras 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 (in the case of an Affiliate of Borrowera Lender, or any employees or directors of Borrower or any other such consent not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 10.04 and Section 12.0310.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any Lender may, with the prior written consent of the Lenders may at any time Agent (which consent shall not be unreasonably withheld), but without notice to or consent of the Borrower, assign to one or more Eligible Transferees any Person (oreach an “Assignee” and collectively, if an Event of Default has occurred and is continuing, to any Personthe “Assignees”) all or a portion of their rights 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 obligations under 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 execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement (including all or a portion of to the Commitment and the Loans at the time owing extent necessary to it); provided, however, that no reflect such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at assignment. Upon the request of any regulatory agency; assigning Lender following an assignment made in accordance with this Section 9.6, the Borrower shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may at any time pledge all or (y) upon the occurrence any portion of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent any of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in Commitments or any of the case of an Assignment and Assumption covering all of Obligations to a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)Federal Reserve Bank.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, an Affiliate of Borrowerand rights and obligations with respect thereto, or any employees or directors of Borrower or any other Person assigned, except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Bid Loans or Swing Line Loans; (Aiii) any assignment of a Commitment must be approved by the Administrative Agent (in the case of an assignment by Affiliate of a Lender, such consent not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 10.04 and Section 12.0310.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the its Term Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment, that determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Term Loans, and rights and obligations with respect thereto, assigned; and (iii) the parties to Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an and the Eligible Transferee (which restriction Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 10.04 and Section 12.0310.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Each Lender may at any time assign to one or more Eligible Transferees (orAssignees all or any portion of such Lender’s interests, if an Event of Default has occurred rights and is continuingobligations set forth in this Agreement or the other Credit Documents, to any Person) including all or a portion of their its Commitments and the Loans (including for purposes hereof, its participations in LC Obligations) provided that (a) an administrative fee in the amount of Three Thousand Five Hundred Dollars ($3,500.00) is paid to the Agent by either the assigning Lender or the Eligible Assignee in connection with the assignment, (b) if less than all of the assigning Lender’s Commitments and Loans is to be assigned, the amount of the Commitments and Loans so assigned shall be for an aggregate principal amount of not less than Five Million Dollars ($5,000,000.00), (c) each partial assignment shall be made as an assignment of a proportionate amount of all of the assigning Lender’s rights and obligations under this Agreement (including all or a portion of the Commitment and with respect to the Loans at and Commitments assigned, (d) the time owing parties to it); provided, however, that no each such assignment shall execute and deliver an Assignment And Assumption to the Agent (with copies to be made sent contemporaneously to Borrowereach Lender), an Affiliate for its acceptance, and (e) such Assignment And Assumption does not require the filing of Borrower, a registration statement with the Securities And Exchange Commission or require the Loans or the Notes to be qualified in conformance with the requirements imposed by any employees blue sky laws or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request laws of any regulatory agency; or (y) upon the occurrence of a defaultstate. Upon such execution, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactionsdelivery, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c)acceptance and recording, from and after the effective date specified in each Assignment and And Assumption, which effective date is at least five (5) Business Days after the assignee execution thereof, (a) the Eligible Assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by provided in such Assignment and And Assumption, have the rights rights, duties, and obligations of the Lenders under this Agreementa Lender hereunder, and correspondingly (b) the assigning Lender thereunder shall, to the extent of the interest assigned by provided in such Assignment and And Assumption, be released from its duties and obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to all indemnification and reimbursement rights provided to the benefits Lenders by the Borrower pursuant to any of Section 5 the Credit Documents with respect to facts, events, and Section 12.03circumstances occurring prior to the effective date of such assignment. By executing and delivering an Assignment And Assumption, the assigning Lender thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties to this Agreement the facts and matters as set forth in such Assignment and Assumption. Lenders may only assign their interests in the Commitments, the Loans, and Credit Documents to Eligible Assignees. Any assignment or transfer by a Lender of rights or obligations under this Agreement the Credit Documents that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement the Credit Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)10.11 of this Agreement. Any consent of the Borrower that is required for a proposed assignee to be eligible to be an Eligible Assignee shall be deemed to have been given by the Borrower unless the Borrower objects to such proposed assignee by written notice to the Agent within five (5) Business Days after having received notice of the proposed assignment to such assignee.

Assignments by Lenders. Any of the Lenders A Lender may at any time assign 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 one any of the following Persons (an “Assignee”), in each case subject to any applicable consent requirements specified herein: (i) any Lender or more Eligible Transferees any Affiliate of a Lender or (orii) any other Person with the prior written consent of the Administrative Borrower (which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, Administrative Borrower shall be deemed to have given its consent unless Administrative Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after notice thereof has actually been delivered by the Administrative Agent or the assigning Lender to Administrative Borrower); provided that, the consent of Administrative Borrower shall not be required under this sub-clause (ii) if an Event of Default has occurred and is continuingcontinuing or for any such sale, to any Person) assignment or transfer in connection with a sale of all or substantially all of the assets of a portion of their rights and obligations under this Agreement (including Lender or all or a portion substantially all of the Commitment and loans or asset based loans of a Lender. Notwithstanding anything to the Loans at contrary contained herein, the time owing prior written consent of the Administrative Agent (such consent not to it); provided, however, that no such assignment be unreasonably withheld or delayed) shall be made required for assignments to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other a Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all Affiliate of a Lender’s rights . Each Loan Party hereby authorizes each Lender to disseminate, subject to a written confidentiality agreement with any Assignee or prospective Assignee on terms substantially similar to the confidentiality terms hereunder, any information it has pertaining to the Obligations, including without limitation, complete and obligations under this Agreement, such Lender current credit information on the Loan Parties and any of their principals to any Assignee or prospective Assignee. Each Loan Party hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower and each other Loan Party to the Assignee and that the Assignee shall cease be considered to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)hereunder.

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that so long as no Default or Event of Default has occurred and is continuing, no such assignment shall be made to any Excluded Person, Borrower, an Affiliate of Borrower, or any employees or directors of Borrower; provided further that so long as no Default or Event of Default has occurred and is continuing, the assigning Lender shall require the prior written consent of the Borrower or any other Person that is not an Eligible Transferee (which restriction consent shall not apply be unreasonably withheld, and shall be deemed given if Borrower does not respond to the assigning Lender within five (A5) an Business Days of receiving written notice of such intended assignment by a the assigning Lender), except that the assigning Lender in connection with (x) assignments by such Lender due may at any time without the Borrower’s consent, pledge or assign any of its rights or obligations hereunder 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)Permitted Transferee. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless 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 apply to rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such approval not to be unreasonably withheld or delayed); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 11.06; provided, however, that no the Administrative Agent may, in its sole discretion, elect to waive such assignment shall be made to Borrowerprocessing and recordation fee in the case of any assignment, an Affiliate of Borrowerand the Eligible Assignee, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 11.04 and Section 12.0311.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Lenders may Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) no such consent by Holdings shall be required (A) for any such assignment by any Lender to an Affiliate of such Lender or to another Lender or an Affiliate of another Lender, or (B) if, at any the time assign to one or more Eligible Transferees (orof such assignment, if an Event of Default or Incipient Default has occurred and is continuing; (ii) any such partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to any Personanother Lender; (iii) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no each such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is 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 manner that the request same portion of any regulatory agency; or (y) upon its Revolving Credit Loans, its Note, its Commitment and its participation in the occurrence Letters 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 Credit is assigned to the recording thereof by assignee; and (iv) the Lenders pursuant assignee, if not already a Lender, shall agree to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be become a party to this Agreement andpursuant to an Assignment Agreement in the form of Exhibit F hereto, including, without limitation, an Administrative Questionnaire as a supplement thereto in the form of Exhibit G hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Lender” hereunder (if not already a Lender) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent, the Letter of Credit Issuer and Holdings (to the extent, if any, required), the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the interest consent of the Agent and the Letter of Credit Issuer), the obligations, rights and benefits of a Lender hereunder holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such Assignment assignee); and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)hereunder so assigned.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, 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); (ii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, an Affiliate and rights and obligations with respect thereto, assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other 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 Transferee Assignee); and (which restriction iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender, 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 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 (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Commitment must be approved by 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 in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided, howeversubject to, that no such except in the case of an assignment shall be made to Borrower(x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection or an Approved Fund with (x) assignments by such Lender due respect to a forced divestiture at the request of any regulatory agency; or Lender (in each case other than a Disqualified Institution) and (y) upon in the occurrence case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a default, event of default Revolving Lender or similar occurrence an Approved fund with respect to such Lender’s own financing or securitization transactionsRevolving Lender (in each case, or (B) other than 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(cDisqualified Institution), 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 prior written consent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement Administrative Agent (and, in the case of an Assignment and Assumption covering all such Revolving Lender’s Revolving Commitments, the Issuing Banks) and, so long as (other than in the case of a Lender’s rights 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 obligations under this Agreementbe continuing, the Borrower (each such Lender shall cease consent not to be a party hereto) but shall continue unreasonably withheld or delayed; the Borrower’s consent to be entitled deemed to have been given if (except in 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 case of a participation in proposed assignment to a Disqualified Institution) the Borrower has not responded within ten Business Days of a written request for such rights and obligations in accordance with Section 12.05(econsent).; provided that:

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided, howeversubject to, that no such except in the case of an assignment shall be made to Borrower(x) in the case of Term Loan Commitments or Term Loans, a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection or an Approved Fund with (x) assignments by such Lender due respect to a forced divestiture at the request of any regulatory agency; or Lender (in each case other than a Disqualified Institution) and (y) upon in the occurrence case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a default, event of default Revolving Lender or similar occurrence an Approved fund with respect to such Lender’s own financing or securitization transactionsRevolving Lender (in each case, or (B) other than 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(cDisqualified Institution), 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 prior written consent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement Administrative Agent (and, in the case of an Assignment and Assumption covering all such Revolving Lender’s Revolving Commitments, the Issuing Banks) and, so long as (other than in the case of a Lender’s rights proposed assignment to a Disqualified Institution and obligations 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 this AgreementSection 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 Lender shall cease consent not to be a party hereto) but shall continue unreasonably withheld or delayed; the Borrower’s consent to be entitled deemed to have been given if (except in 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 case of a participation in proposed assignment to a Disqualified Institution) the Borrower has not responded within ten Business Days of a written request for such rights and obligations in accordance with Section 12.05(econsent).; provided that:

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Credit Agreement Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender, howeveran Affiliate of a Lender or an Approved Fund, that no each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not 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 Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee and (which restriction v) the assignee, if it shall not apply 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 (Aa), (b), (g) 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 (yh) 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)Article VII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.12, 2.13, 2.14 and Section 12.039.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with 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 12.05(e)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 confidential basis in accordance with Section 9.12, confidential information with respect to the Borrower and its Subsidiaries to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit liquidity enhancement to such SPV. Each Granting Lender shall provide the Borrower with notice of each grant made by it under this paragraph to an SPV. Except for its obligation to make payments directly to an SPV in respect of any Loan (or any part thereof) made by such SPV, the Borrower shall continue to deal solely and directly with the Granting Lender. This paragraph may not be amended without the consent of any SPV at the time holding Loans under this Agreement.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) for an assignment and delegation (x) of a Term Commitment or a Term Loan to Borrowera Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund or (y) upon the occurrence of a defaultRevolving Commitment or a Revolving Loan to a Revolving Lender, event an Affiliate of default a Revolving Lender or similar occurrence an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default under clause (a), (b), (h) (solely with respect to the Borrower) or (i) (solely with respect to the Borrower) of Article VII has occurred and is continuing, for any other assignment and delegation; provided, further, that the Borrower shall be deemed to have consented to any such Lender’s own financing or securitization transactionsassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Revolving Commitment or any Lender’s rights obligations in respect of its LC Exposure and obligations under this Agreement(D) each Swingline Lender, such Lender shall cease to be in the case of any assignment and delegation of all or 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 portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(e)respect of its Swingline Exposure.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: except in the case of (A) an assignment of the 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 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 Borrowerthe Loans or the Commitment of the Class being assigned, except that this clause (ii) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; each such assignment shall require prior written consent (such consent not to be unreasonably withheld) of: the Company, provided that no consent of the Company shall be required for an assignment to (x) a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund or (y) upon if an Event of Default has occurred and is continuing, any other Eligible Assignee; and the occurrence Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Term Loan to a Lender, an Affiliate of a defaultLender or an Approved Fund; the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, event together with a processing and recordation fee of default $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 similar occurrence more credit contacts to whom all syndicate-level information (which 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 respect to such Lender’s own financing or securitization transactionsthe assignee's compliance procedures and applicable laws, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)including Securities Laws. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto 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 Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders may at any time assign to one or more other Lenders, Affiliates of a Lender or Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture of its Subsidiaries 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)time. Subject to the recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a 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 12.0313.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e13.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement the Financing Documents (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender, howeveran Affiliate of a Lender or an Approved Fund with respect to 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 $1,000,000 unless the Borrower and the Administrative Agent (and, in the case of an assignment of any Lender’s obligations in respect of its LC Exposure, the LC Bank) otherwise consent (provided that no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, an Affiliate together with a processing and recordation fee of Borrower$5,000 (for which the Obligors shall have no liability), or any employees or directors of Borrower or any other Person that is not an Eligible Transferee and (which restriction iv) the assignee, if it shall not apply to (A) an assignment by be 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 defaultLender, 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 shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Specified Default has occurred and is continuing. Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this AgreementAgreement and the other Financing Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s rights and obligations under this AgreementAgreement and the other Financing Documents, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 10.01, 10.02 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement and the other Financing Documents that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement the Financing Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (e) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund and (y) upon the occurrence of a default, event of default or similar occurrence with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such Lender’s own financing or securitization transactionsassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge 133 Term Commitment or Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andDollar Issuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Dollar Revolving Commitment or any Lender’s rights obligations in respect of its Dollar LC Exposure, (D) each Multi-Currency Issuing Bank, in the case of any assignment and obligations under this Agreement, such Lender shall cease to be delegation of all or 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 portion of a participation in such rights and Multi-Currency Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(e)respect of its Multi-Currency LC Exposure and (E) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this 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 aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if an 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 any Personbe unreasonably withheld or delayed), unless the Administrative Agent otherwise consents; (ii) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender's Loans and Commitments, an Affiliate of Borrowerand rights and obligations with respect thereto, or any employees or directors of Borrower or any other Person assigned, except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Revolving 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 in connection with (xwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) assignments by such Lender due the parties to a forced divestiture at each assignment shall execute and deliver to the request of any regulatory agency; or (y) upon the occurrence of a defaultAdministrative Agent an Assignment and Assumption, event of default or similar occurrence and, with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by any assignment not between a Lender in connection and its Affiliate, the Eligible Assignee shall deliver to the Administrative Agent a recordation fee of $2,500 together with such Lender’s own financing or securitization transactions)an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall be an integral multiple of $1,000,000, unless, so long as no Event of Default has occurred and is continuing, the Designated Company otherwise consents (each such consent not to be unreasonably withheld or delayed) and, with respect to the Borrower, such consent shall be deemed given if no objection is made by the Borrower within five Business Days after notice of the proposed assignment; provided, however, that no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) as an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event proportionate part of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly all the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this AgreementAgreement with respect to the Loan or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided that only one such Lender fee shall cease to be imposed in the case of simultaneous assignments by related Approved Funds or Affiliates of the assigning Lender), and the Eligible Assignee, if it shall not be a party hereto) but Lender, shall continue to be entitled deliver to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).Administrative Agent an Administrative Questionnaire 221 1120544.02G-CHISR02A - MSW

Assignments by Lenders. Any Each Lender has the right, without the consent of or notice to Borrowers but subject to approval by Agent, not to be unreasonably withheld (except no approval shall be required for any assignment to an Affiliate of the Lenders may at applicable Lender or an Approved Fund), to sell, transfer, assign, negotiate, or grant participation in all or any time assign 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 one or more Eligible Transferees (orwhich assignment, if an transfer and other such actions are governed by the terms thereof. Notwithstanding the foregoing, so long as no Event of Default has shall have occurred and is continuing, continuing,(i) no Lender shall assign its interest in the Loans and Loan Documents to any PersonPerson who in the reasonable estimation of Agent is a direct competitor of Borrower and (ii) no Lender shall assign, negotiate, or grant participation in all or a portion of their rights any part of, or any interest in, such Lender’s obligations, rights, and obligations benefits under this Agreement and the other Loan Documents to any Person who is not a “United States person” (including all or a portion as defined in Section 7701(a)(30) of the Commitment Internal Revenue Code of 1986) and the Loans at the time owing to it); who has not provided, howeverprior 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 no 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 made to Borrowerpermitted (without the consent of Agent) if such Person has provided, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject prior to the recording thereof by the Lenders pursuant to Section 12.05(c)date of such assignment, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreementnegotiation or participation, and correspondingly the assigning Lender shallfrom time to time thereafter upon request, to the extent of the interest assigned by such Assignment a duly executed and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment completed IRS Form W-8 or otherwise complied with relevant tax laws and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)regulations.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment(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 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 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 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); provided, however, that no such assignment shall be made concurrent assignments to Borrower, members of an Affiliate Assignee Group and concurrent assignments from members of Borrower, an Assignee Group to a single Eligible Assignee (or any employees or directors of Borrower or any other Person that is not to an Eligible Transferee (which restriction shall not apply to (AAssignee and members of its Assignee Group) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall will be treated as a single assignment for purposes of this Agreement as a sale by determining whether such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).minimum amount has been met;

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Term Loans at the time owing to it); provided, howeversubject to, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (Ai) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, except in the case of an Assignment and Assumption covering all assignment 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 (ii) so long as (other than in the case of a proposed assignment to a Disqualified Institution, for which the Borrower’s rights and obligations under this Agreement, consent (the request for such Lender shall cease consent to be a party heretodelivered both to the Borrower and the Sponsor) but shall continue always be required; and provided that the Borrower shall have the right to withhold or delay their consent to any assignment if, in order for such assignment to comply with applicable law, the Borrower would be required to obtain the consent of, or make any filing or registration with, any Governmental Authority) no Event of Default under Section 8.01(a), (b), (g) with respect to the Borrower, or (h) with respect to the Borrower shall have occurred and be continuing, the Borrower (the request for such consent to be entitled delivered both to the benefits of Section 5 Borrower and Section 12.03. Any the Sponsor; and the Borrower’s consent to any such assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall to be treated for purposes of this Agreement as a sale by such Lender deemed to have been given if (except in the case of a participation in proposed assignment to a Disqualified Institution) the Borrower has not responded within ten (10) Business Days of a written request for such rights and obligations in accordance with Section 12.05(econsent).; provided that:

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless, 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 no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in connection with (x) assignments by such Lender due the amount, if any, required as set forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto and shall deliver to the Administrative Agent the Note, if any, in its favor marked "cancelled" and the Administrative Agent thereafter shall deliver the same promptly to the Company) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(esubsection (d) of this Section. (c).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender, 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 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, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate (iii) any assignment of Borrower, or any employees or directors of Borrower or any other a Commitment must be approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 SECTIONS 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, howevereach of the relevant Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), that no (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 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 to Borroweras an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction iii) shall not apply to rights in respect of outstanding Competitive Loans, (Aiv) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment by Assignment and Acceptance, together with a Lender in connection with processing and recordation fee of $3,000, and (xv) assignments by such Lender due the assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request Administrative Agent an Administrative Questionnaire; provided further that any consent of any regulatory agency; the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (yj) 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)Article VII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.13, 2.14, 2.15 and Section 12.039.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).paragraph (e) of this Section. 73 - 67 -

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this clause (b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, 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 an 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, to any Person) all or a portion of their rights and obligations under this Agreement the Borrower otherwise consents (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no each such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is consent not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment unreasonably withheld or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(edelayed).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitments and the Loans at the time owing to it, howeverand except in the case of an assignment to any Lender or an Affiliate of any Lender, that 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 Administrative Agent or, if the “Trade Date” is specified in the Assignment and Assumption, as of 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); (ii) except in the case of an assignment to any Lender or an Affiliate of any Lender, each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitments assigned; (iii) so long as no Event of Default has occurred and is continuing, any assignment of any Commitments must be approved by the Administrative Agent and the Borrower (each such approval not to be unreasonably withheld or delayed), unless the Person that is the proposed assignee is itself a Lender or an Affiliate of Borrower, a Lender (whether or any employees or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, unless the Administrative Agent shall otherwise agree, a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to paragraph (c) of this Section 12.05(c)10.6, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.1, 3.4, 3.5, and Section 12.0310.4 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 a any Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(bparagraph (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 12.05(e)10.6.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its 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, howeverthat, that no any such assignment shall be made subject to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee the following conditions: (which restriction shall not apply to i) Minimum Amounts (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment 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, no minimum amount need be assigned; and (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption covering all with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of a Lender’s rights 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 obligations under this Agreementis continuing, the Lead Borrower otherwise consents (each such Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Section 5 unreasonably withheld or delayed 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 deemed given if the Lead Borrower has not responded to a request for purposes such consent within seven (7) Business Days); provided, however, that concurrent assignments to members of this Agreement as an Assignee Group and concurrent assignments from members of an Assignee Group to a sale by such Lender single Eligible Assignee (or to an Eligible Assignee and members of a participation in such rights and obligations in accordance with Section 12.05(e).its Assignee

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that: except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, that if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date) shall not be less than $5,000,000, or $1,000,000 increments in excess thereof unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loan or the Commitment assigned; any assignment of a Commitment or a Loan must be approved by the Administrative Agent and the Issuing Banks and, so long as no Event of Default has occurred and is continuing, the Company (which approvals shall not be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of Borrower, a Lender (whether or any employees or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee (which restriction Assignee); and 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 the Eligible Assignee, if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c12.01(c), from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 2.08, 2.09, 12.02, 12.03 and Section 12.0312.16 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b12.01(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e12.01(d).

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund and (y) upon the occurrence of a default, event of default or similar occurrence with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such Lender’s own financing or securitization transactionsassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge Term Commitment or Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andDollar Issuing Bank, in the case of any assignment and delegation of all or a portion of a Dollar Revolving Commitment or any Lender’s obligations in respect of its Dollar LC Exposure, (D) each Multi-Currency Issuing Bank, in the case of any assignment and delegation of all or a portion of a Multi-Currency Revolving Commitment or any Lender’s obligations in respect of its Multi-Currency LC Exposure and (E) the Swingline Lender, in the case of any assignment and 135 delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure (other than to a Lender or an Assignment and Assumption covering all Affiliate of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to 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, however, that no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent unless the Person that is the proposed assignee is itself a Lender, an Affiliate of Borrowera Lender, or any employees an Approved Fund (whether or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction iv) the parties to each assignment shall execute and deliver to 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement the Financing Documents (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender, howeveran Affiliate of a Lender or an Approved Fund with respect to 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 $1,000,000 unless the Borrower and the Administrative Agent otherwise consent (provided that no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under the Financing Documents, (iii) the parties to Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee and (which restriction iv) the assignee, if it shall not apply to (A) an assignment by be 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 defaultLender, 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 shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Default has occurred and is continuing. Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this AgreementAgreement and the other Financing Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement and the other Financing Documents (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s rights and obligations under this AgreementAgreement and the other Financing Documents, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.06, 10.03, 10.04 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement and the other Financing Documents that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement the Financing Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (e) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) ---------------------- assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender or an -------- Affiliate of a Lender, howevereach of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), that no (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 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 Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee and (which restriction v) the assignee, if it shall not apply 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 (Ag) 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 (yh) 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)Article VII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).----------------

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender (other than in the case of an assignment to such an Affiliate that would impose costs on the Borrower pursuant to Section 2.12 or 2.14 in excess of those costs incurred prior to such assignment), howevereach of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), that no (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(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 Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee and (which restriction v) the assignee, if it shall not apply already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under Section 8.01(f), (Ag) 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 (yi) 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)has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).Acceptance covering

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, howevereach of the relevant Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), that no (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 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 to Borroweras an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction iii) shall not apply to rights in respect of outstanding Competitive Loans, (Aiv) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment by Assignment and Acceptance, together with a Lender in connection with processing and recordation fee of $3,000, and (xv) assignments by such Lender due the assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request Administrative Agent an Administrative Questionnaire; provided further that any consent of any regulatory agency; the relevant Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h), (i) or (yj) 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)Article VII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.13, 2.14, 2.15 and Section 12.039.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).paragraph (e) of this Section. 364-DAY CREDIT AGREEMENT

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided) subject to, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, except in the case of an Assignment and Assumption covering all assignment to (x) in the case of Term Loan Commitments or Term Loans, 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 (y) in the case of Revolving Commitments or Revolving Loans, a Revolving Lender, an Affiliate of a Revolving Lender (in each case, other than a Disqualified Institution), the prior written consent of (A) the Administrative Agent, (B) so long as (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), (c) or (d)) shall have occurred and be continuing or (2) with respect to the elevation of any participation to an assignment, if Owl Rock, in its sole discretion, determines the assignment is necessary to comply with or avoid the consequences of a determination by any regulatory authority, including the Securities and Exchange Commission or court of law, in each case, the Borrower (the Borrower’s rights consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent), and obligations under this Agreement(C) in the case of Revolving Commitments or Revolving Loans, the Issuing Bank and the Swingline Lender (in the case of clauses (A), (B) and (C), such Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment unreasonably withheld, conditioned or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(edelayed).; provided that:

Assignments by Lenders. Any Notwithstanding anything herein to the contrary, no Lender may assign all or a portion of the Lenders may at any time assign its rights and obligations pursuant to one or more Eligible Transferees this Section 9.04(b) unless (or, if A) an Event of Default has occurred and is continuing, (B) payments of interest hereunder by the Borrower to the Lenders are subject to withholding tax in Brazil at a rate at least equal to the rate of withholding tax payable by a Brazilian borrower to Foreign Lenders resident in a jurisdiction that does not have a tax treaty with Brazil, or (C) such assignment shall not subject interest payments to such assignee to withholding tax in Brazil. Subject to the immediately preceding sentence and the provisions of the Arranger Participation Agreement, any Person) Lender may assign to one or more financial institutions all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); provided, however, provided that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (Ai) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, except in the case of an Assignment and Assumption covering all of assignment to a Lender’s rights , an Arranger, or a financial institution that is a member of the Federal Reserve System of the United States of America and obligations under this Agreementthat 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 (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 shall cease (x) subject to be a party heretoeach such assignment and (y) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).retained after giving

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) for an assignment and delegation to Borrowera Lender, an Affiliate of Borrowera Lender or an Approved Fund, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A2) for an assignment and delegation by a any Initial Lender following the Effective Date to any assignees identified to the Borrower prior to the Effective Date in connection with (x) assignments by such Lender due to a forced divestiture at the request primary syndication of any regulatory agency; the Commitments or the Loans or (y3) upon if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the occurrence of a defaultBorrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any portion of a pledge Term Loan to a Lender, an Affiliate of assets by a Lender in connection with such or an Approved Fund or (2) of all or any portion of a Revolving Commitment or Revolving Loans to an existing Revolving Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Revolving Commitment or any Lender’s rights obligations in respect of its LC Exposure (other than to an existing Revolving Lender) and obligations under this Agreement(D) the Swingline Lender, such Lender shall cease to be in the case of any assignment and delegation of all or 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 portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(erespect of its Swingline Exposure (other than to an existing Revolving Lender).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender, 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 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 (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Commitment must be approved by Agent, the L/C Issuer and Swing Line Lender unless the Person that is the proposed assignee is itself a Lender in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender's Loans and Commitments, an Affiliate of Borrowerand rights and obligations with respect thereto, or any employees or directors of Borrower or any other Person assigned, except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Revolving Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such approval not to be unreasonably withheld or delayed); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, 11.04 and Section 12.0311.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (orassign, if an with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (which consent may be given or withheld in the Borrower’s sole discretion) to any Person) one or more Eligible Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, howeverthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) 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 if the proposed assignment is to another Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence an Approved Fund with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with unless as a result of such Lender’s own financing or securitization transactions)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 the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(bUpon request, the Borrower (at its expense) shall be treated for purposes of this Agreement as execute and deliver a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).Note

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the 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, however, that no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrower, an Affiliate the Loans or the Commitment assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other 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 Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), 47012838_8 participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, it or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment 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 subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption covering all with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 and, after giving effect to any assignment of Commitments, the assignor shall not have a Lender’s rights Commitment of less than $10,000,000 and obligations under this Agreementthe 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 Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment unreasonably withheld or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(edelayed).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its 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, howeverthat, that no any such assignment shall be made subject to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee the following conditions: (which restriction shall not apply to i) Minimum Amounts (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment 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, no minimum amount need be assigned; and (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption covering all with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of a Lender’s rights 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 obligations under this Agreementis continuing, the Lead Borrower otherwise consents (each such Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Section 5 unreasonably withheld or delayed 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 deemed given if the Lead Borrower has not responded to a request for such consent within seven (7) Business Days); 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 this Agreement as a sale by determining whether such Lender of a participation in such rights and obligations in accordance with Section 12.05(eminimum amount has been met; (ii).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that 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 outstanding principal balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to (A) an rights in respect of Swing Line Loans; any assignment of a Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) (each such consent not to be unreasonably, withheld or delayed); and the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in connection with the amount of $2,500 (x) other than assignments by such any Lender due to a forced divestiture at the request one 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 transactionsits Affiliates). Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to subsection (c) of this Section 12.05(c)10.06, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 12.05(e)10.06.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Commitment 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 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 with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $2,500,000, 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 Facility (PROVIDED that simultaneous assignments by or to two or more Approved Funds managed by the same investment advisor shall be aggregated for purposes of the minimum assignment amount), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall not be subject to reimbursement by the Borrower); PROVIDED that (x) no such fee shall be payable in the case of an assignment to another Lender, an Affiliate of Borrowera Lender or an Approved Fund, or any employees or directors and (y) in the case of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment contemporaneous assignments by a Lender in connection with to more than one Fund managed by the same investment advisor (xwhich Funds are not then Lenders hereunder) assignments by only one such Lender due fee shall be payable for all such contemporaneous assignments, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)SUBSECTION (c) of this SECTION, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 SECTIONS 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(bSUBSECTION (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(eSECTION 10.06(d); PROVIDED that in the case of an assignment to an Affiliate of the assigning Lender, such assignment shall be effective as an assignment between such Lender and its Affiliate immediately without compliance with the conditions for assignment under this SECTION 10.06(b), but shall not be effective with respect to the Loan Parties, the Agents, any L/C Issuer or any other Lender, and each Loan Party, each Agent, each L/C Issuer and each other Lender shall be entitled to deal solely with such assigning Lender under any such assignment, and such assigning Lender shall continue to be bound by the Loan Documents in its capacity as a Lender, in each case until the conditions for assignment under this SECTION 10.06(b) have been satisfied.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this 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 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, Borrower Representative otherwise consents (each such consent not to any Person) all be unreasonably withheld or a portion delayed and no consent of their rights and obligations under this Agreement (including all or a portion Borrower Representative shall be required in connection with assignments made by the GSO Fund within 30 days of the Commitment and Closing Date in connection with the primary syndication of the Loans at the time owing to itand Commitments); provided, however, that no such (ii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, an Affiliate of Borrowerand rights and obligations with respect thereto, or any employees or directors of Borrower or any other Person assigned, except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (Aiii) an 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 loan administrative questionnaire in connection with (x) assignments by such Lender due form and substance reasonably acceptable to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section. Notwithstanding anything herein to the contrary, if any Assignment hereunder shall cause the number of Lenders hereunder, together with the “Lenders” under the Second Lien Loan Documents and under the UK Loan Documents to exceed 15 in the aggregate, any such assignment shall require the Administrative Agent’s prior written consent.

Assignments by Lenders. (a) Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (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 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 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, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a Commitment must be approved by the Agent, the Issuing Bank and the Swing Line Bank unless the Person that is the proposed assignee is itself a Lender in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $2,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to this Section 12.05(c)11.08, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 4.01, 4.03, 4.04, 11.04 and Section 12.0311.05 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 or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e11.08(d).

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (c)(ii) below, any Lender may at any time assign to one or more Eligible Transferees Persons (or, if other than an Event of Default has occurred and is continuing, to any PersonIneligible Assignee) all or a portion of their its rights and obligations under this Agreement the Loan Documents (including all or a portion of the its Commitment and the Loans at the time owing to it); provided) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent, however, provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment or of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of 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 assignment shall execute and deliver to the Administrative Agent (with a copy to the Borrower, an Affiliate of Borrower, or any employees or directors of provided that the failure to give such copy to the Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (Aaffect the validity of such Assignment Agreement) an assignment by a Lender Assignment Agreement in connection with form and substance reasonably satisfactory to Administrative Agent. (xiii) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAgreement, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under the Lenders under this AgreementLoan Documents, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Assumption Agreement covering all of a the assigning Lender’s rights and obligations under this Agreementthe Loan Documents, 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 the Loan Documents that does not comply with this Section 12.05(b) 13.05 shall be treated for purposes of this Agreement the Loan Documents as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(eparagraph (e) of this Section. (d).

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, howeverthat, that no such assignment consent of the Borrower shall be made required (1) for an assignment and delegation to Borrowera Lender, an Affiliate of Borrowera Lender or an Approved Fund or (2) if an Event of Default under 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 assignment to 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, the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any employees portion of a Term Loan to a Lender, an Affiliate of a Lender or directors an Approved Fund or (2) of Borrower all or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence portion of a defaultRevolving Commitment or Revolving Loans to an existing Revolving Lender, event an Affiliate of default an existing Revolving Lender or similar occurrence an Approved Fund with respect to such a Revolving Lender’s own financing or securitization transactions, or (BC) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Revolving Commitment or any Lender’s rights obligations in respect of its LC Exposure (other than to an existing Revolving Lender) and obligations under this Agreement(D) the Swingline Lender, such Lender shall cease to be in the case of any assignment and delegation of all or 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 portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(erespect of its Swingline Exposure (other than to an existing Revolving Lender).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); provided, however, provided that no such (i) except in the case of an assignment shall be made to Borrower, a Lender or an Affiliate of Borrowera Lender or an Approved Fund with respect to a Lender or an Affiliate of a Lender, or any employees or directors each of the Borrower or any other Person that is not an Eligible Transferee and the Administrative Agent must give their prior written consent to such assignment (which restriction consent shall not apply to be unreasonably withheld), (ii) except in the case of (A) an assignment by to a Lender in connection or an Affiliate of a Lender or an Approved Fund with (x) assignments by such Lender due respect to a forced divestiture at the request Lender or an Affiliate of any regulatory agency; a Lender or (yB) upon an assignment of the occurrence entire remaining amount of a defaultthe assigning Lender's Commitment(s) and/or Loans, event the amount of default or similar occurrence the Commitment(s) and/or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, (iii) each partial assignment of the Commitment and/or Loans(s) of any Class shall be made as an assignment of a proportionate part of all the assigning Lender’s own financing or securitization transactions'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 (Bi) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Article VIII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.12, 2.13, 2.14 and Section 12.0310.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (e) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees assignees (or, if an Event of Default has occurred and is continuing, to any Person“Assignees”) all or a portion of their 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 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 (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to 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); provided, however, that no such assignment shall be made concurrent assignments to Borrower, members of an Affiliate Assignee Group and concurrent assignments from members of Borrower, an Assignee Group to a single Eligible Assignee (or any employees or directors of Borrower or any other Person that is not to an Eligible Transferee (which restriction shall not apply to (AAssignee and members of its Assignee Group) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall will be treated as a single assignment for purposes of this Agreement as a sale by determining whether such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).minimum amount has been met; -183-Last Saved: 08/19/2013 8:50 pm CG&R Draft 0000000000v1 0000000000

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it); provided, however, provided that no such assignment shall be made to Borrower, an Affiliate (i) except in the case of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence another Lender, an Affiliate of a default, event of default Lender or similar occurrence an Approved Fund with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such or an Affiliate of a Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Borrower and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement 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 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 Assumption covering all 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 's rights and obligations of such Class of Commitment and Loans under this Agreement, such Lender (iv) the parties to each assignment shall cease 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 party hereto) but Lender, shall continue to be entitled deliver to the benefits Administrative Agent an Administrative Questionnaire; provided further that any consent of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations the Borrower otherwise required under this Agreement that does paragraph shall not comply with this Section 12.05(bbe required if an Event of Default under clause (h) shall be treated for purposes or (i) of Article VIII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Agreement as a sale by such Lender of a participation in such rights Section, from and obligations in accordance with Section 12.05(e).Credit Agreement

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of 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); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, it or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment 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 covering all with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $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); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled Agreement with respect to the benefits Loans or the Commitment assigned; (iii) any assignment of Section 5 a Commitment must be approved by the Administrative Agent and Section 12.03. Any assignment or transfer by the L/C Issuers 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 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 $3,500 (unless the Eligible Assignee is an Affiliate of a participation Lender, in such rights and obligations in accordance with Section 12.05(e).-77-

Assignments by Lenders. Any of the Lenders may may, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person, other than a competitor of any Obligor) all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it)) and the other Loan Documents; provided, however, provided that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or at 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)time. Subject to the recording thereof by the Lenders pursuant to Section 12.05(c14.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a 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 12.03. Any 14.03.Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e14.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitments and the Commitment 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 Assignment and Assumption, as of the Trade Date, shall not be less than Five Million Dollars ($5,000,000) 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, however, that no such assignment shall be made concurrent assignments to Borrower, members of an Affiliate Assignee Group and concurrent assignments from members of Borrower, an Assignee Group to a single Eligible Assignee (or any employees or directors of Borrower or any other Person that is not to an Eligible Transferee (which restriction shall not apply to (AAssignee and members of its Assignee Group) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall will be treated as a single assignment for purposes of this Agreement as a sale by determining whether such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).minimum amount has been met;

Assignments by Lenders. Any of the Lenders Each Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Institutions all or a portion of their its interest, rights and obligations under this Agreement (including all or a portion of the Commitment its Commitment) and the Loans at the time owing to it)other Loan Documents; provided, however, that with respect to any assignment, (i) unless the assignee is (prior to the effective time of the assignment) an Existing Lender or an Affiliate of an existing Lender, the Administrative Agent and, if no Event of Default has occurred and is continuing, the Borrower must give their prior written consent to such assignment (which consents shall not be unreasonably withheld), (ii) the parties to each such assignment shall be made execute and deliver to the Administrative Agent and, unless an Event of Default has occurred and is continuing, the Borrower, for their acceptance, an Affiliate of BorrowerAssignment and Acceptance Agreement in form and content satisfactory to the Administrative Agent (the "Assignment and Acceptance"), or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to together with (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 Note subject to such Lender’s own financing or securitization transactionsassignment, or and (B) a pledge processing and recordation fee of assets by a Lender in connection with $3,500 (or such Lender’s own financing or securitization transactions). Subject lesser amount as is required for the Administrative Agent to the recording thereof by the Lenders pursuant receive an aggregate amount equal to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations $3,500.00 under this Agreement and the Multicare Credit Agreement in respect of such transfer), (andiii) no Lender may make a partial assignment if the amount of its portion of the Commitment and (without duplication) the outstanding Loans, in together with the case amount of an Assignment and Assumption covering all of a Lender’s rights and obligations its interest 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 Multicare Credit 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 assigned in accordance with Section 12.05(eclause (v) below, is, or after giving effect to the proposed assignment would be, less than Ten Million Dollars ($10,000,000.00), (iv) unless the assignee is (prior to the effective time of the assignment) a Lender hereunder, the aggregate amount of any interest so sold to any assignee pursuant to any partial assignment hereunder, together with the aggregate amount so sold to such assignee in accordance with clause (v) below, may not be less than Ten Million Dollars ($10,000,000.00), and (v) with respect to any assignment of an interest hereunder, the assignor shall contemporaneously assign to the same assignee a proportionately equal amount of its interest under the Multicare Credit Agreement.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this 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 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 Person) Lender from assigning all or a portion of their its rights and obligations under this Agreement among separate Credit Facilities on a non-pro rata basis; (including all or iii) any assignment of a portion of Revolving Commitment must be approved by the Commitment Administrative Agent, the L/C Issuer and the Loans at Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the time owing Borrower (such consent not to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, unreasonably withheld or any employees or directors of Borrower or any other delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); (which restriction iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee as set forth in Schedule 11.06(b); and (v) the Eligible Assignee, if it shall not apply be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (Avi) an assignment by a the assigning Lender in connection with shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (x) assignments by and the Administrative Agent shall deliver such Lender due Notes 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 transactionsBorrower). Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and obligations of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and surrender by the assigning Lender of its Notes, if any, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Obligations) at the time owing to it); provided that, except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, it or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an assignment 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 covering all with respect to such assignment is delivered to the Administrative Agent shall not be less than $5,000,000 unless each of a Lender’s rights the Administrative Agent and, so long as no Event of Default has occurred and obligations under this Agreementis continuing, the Borrower otherwise consents (each such Lender shall cease consent not to be a party heretounreasonably withheld or delayed) but (provided that the Borrower shall continue be deemed to be entitled have consented to any such assignment unless the Borrower shall object thereto by written notice to the benefits of Section 5 and Section 12.03. Any assignment Administrative Agent within five Business Days after having received notice thereof); provided, further, that simultaneous assignments by or transfer by a Lender of rights to two or obligations under this Agreement that does not comply with this Section 12.05(b) more Approved Funds shall be treated combined for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).determining whether the minimum assignment requirement is met;

Assignments by Lenders. Any Bank of America may, at any time, assign all or a portion of its rights and obligations under this Agreement to any of its Affiliates, but Bank of America may make no other initial assignment of its rights and obligations under this Agreement except to another bank as described in the Lenders introductory paragraph to this Agreement upon the mutual consent of Borrower and Bank of America. After an initial assignment as described immediately above, any Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender, 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 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 (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Agent, an Affiliate of Borrower, or any employees or directors of Borrower or any other and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); (which restriction 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 apply be a Lender, shall deliver to Agent an Administrative Questionnaire; and (Av) an assignment by the proposed assignee shall execute and deliver a Lender in connection with Joinder Agreement (xSecured Creditor) assignments by such Lender due and thereby become a party 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)Intercreditor and Collateral Agency Agreement. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section. If Bank of America assigns all or any portion of its rights and obligations under this Agreement to any of its Affiliates, Borrower shall not be required to give notices, make reports or provide information to more than one of Bank of America or such Affiliate.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this 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 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 (each such consent not to any Person) all be unreasonably withheld or a portion of their rights delayed and obligations under this Agreement (including all or a portion no consent of the Commitment and 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 at the time owing to itand Commitments); provided, however, that no such (ii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, an Affiliate of Borrowerand rights and obligations with respect thereto, or any employees or directors of Borrower or any other Person assigned, except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans or the Term Loan; (Aiii) an 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 in connection (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (x) assignments by such Lender due a processing and recordation fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees 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 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 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 Person) Lender from assigning all or a portion of their its rights and obligations under this Agreement among separate Credit Facilities on a non-pro rata basis; (including all or iii) any assignment of a portion of Revolving Commitment must be approved by the Commitment Administrative Agent, the L/C Issuer and the Loans at Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the time owing Borrower (such consent not to itbe unreasonably withheld or delayed); provided, however, provided that (x) the Borrower shall be deemed to have consented to such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and (y) no such assignment consent shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other 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 Transferee Assignee); (which restriction iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee as set forth in Schedule 11.06(b); and (v) the Eligible Assignee, if it shall not apply be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (Avi) an assignment by a the assigning Lender in connection with shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (x) assignments by and the Administrative Agent shall deliver such Lender due Notes 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 transactionsBorrower). Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits and obligations of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and surrender by the assigning Lender of its Notes, if any, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required for an assignment and delegation to Borrowera Lender, an Affiliate of Borrowera Lender, an Approved Fund or, if a payment Default or any employees or directors an Event of Borrower or Default has occurred and is continuing, any other Person Eligible Assignee; provided further that is not an Eligible Transferee (which restriction the Borrower shall not apply be deemed to (A) an have consented to any such assignment and delegation unless it shall object thereto by a Lender in connection with (x) assignments by such Lender due notice to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a defaultAdministrative Agent within five Business Days after having received notice thereof, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Revolving Commitment or any Lender’s rights obligations in respect of its LC Exposure and obligations under this Agreement(D) the Swingline Lender, such Lender shall cease to be in the case of any assignment and delegation of all or 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 portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(e)respect of its Swingline Exposure.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans (including for purposes of this 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 aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, and L/C Obligations (in each 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, however, that no concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans, an Affiliate of Borrowerthe Commitment or the L/C Obligations assigned, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to rights in respect of Swing Line Loans; (Aiii) an any assignment of a 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 connection with (x) assignments by the amount, if any, required as set forth in Schedule 11.07, and if the Eligible Assignee is not a Lender, such Lender due Eligible Assignee shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 4.01, 4.04, 4.05, and Section 12.0311.05 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 or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender, howevereach of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), that no (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 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 to Borroweras an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction iii) shall not apply to rights in respect of outstanding Competitive Loans, (Aiv) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment by Assignment and Acceptance, together with a Lender in connection with processing and recordation fee of $3,500, and (xv) assignments by such Lender due the assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request Administrative Agent an Administrative Questionnaire; provided further that any consent of any regulatory agency; the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (f) or (yg) 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)Article VI has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.13, 2.14, 2.15 and Section 12.038.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (e) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this 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 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 (which for this purpose includes Loans outstanding thereunder) or, if an 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 any Person) all be unreasonably withheld or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to itdelayed); provided, however, that no such (iii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, an Affiliate and rights and obligations with respect thereto, assigned; (iv) any assignment of Borrower, a Commitment must be approved by the Administrative Agent and the L/C Issuer (whether or any employees or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this 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 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 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, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of Borrower, a Lender or any employees or directors an Approved Fund with respect to a Lender and (B) in the case of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment contemporaneous assignments by a Lender in connection with to one or more Funds managed by the same investment advisor (xwhich Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments and (v) assignments by such Lender due the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e10.06(d).. 116

Assignments by Lenders. Any of the Lenders Each Lender may at any time assign to one or more Eligible Transferees Institutions all or a portion of its interest, rights and obligations under this Agreement (orincluding without limitation all or a portion of its Commitment) and the other Loan Documents; provided, however, that (i) unless the assignee is (prior to the effective time of the assignment) an existing Lender or an Affiliate of an existing Lender, the Agent and, if an no Event of Default has occurred and is continuing, the Borrower must give their prior written consent to any Personsuch assignment (which consents shall not be unreasonably withheld), (ii) each such assignment shall be of a constant, and not a varying percentage of all or a portion of their the assigning Lender's interests, rights and obligations under this Agreement, (including, without limitation, its rights and obligations with respect to 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 (including all or 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 the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of BorrowerTerm 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 employees or directors assignment of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) a Lender's rights and obligations hereunder except an assignment by a Lender in connection with (x) assignments by of all of such Lender's rights and obligations such that after the assignment such Lender due to a forced divestiture at the request of shall have no Commitment and no interest in any regulatory agency; or Loans hereunder. Upon compliance with clauses (yi) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or through (Biv) 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), above from and after the effective date specified in each the relevant Assignment and AssumptionAcceptance, (x) the assignee thereunder shall be a party to this Agreement andand the other Loan Documents to which the assignor was a party, and to the extent of the interest assigned by provided in such Assignment and Assumption, Acceptance have the rights and obligations of the Lenders a Lender under this Agreement, Agreement and correspondingly under the other Loan Documents and (y) the assigning Lender shall, to the extent of the interest assigned by provided in such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in and the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)other Loan Documents.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender, 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 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 (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to Borrower, an Affiliate the Loans or the Commitment assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other a Commitment must be approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that (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, 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 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 (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to 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, an Affiliate of Borrower, or any employees or directors of Borrower or any other unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this 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 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 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, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (A) no such fee shall be payable in the case of an assignment to a Lender, an Affiliate of Borrower, a Lender or any employees or directors an Approved Fund with respect to a Lender and (B) in the case of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment contemporaneous assignments by a Lender in connection with to one or more Funds managed by the same investment advisor (xwhich Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments and (v) assignments by such Lender due the Eligible Assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request and following the delivery to the Borrower of the original note issued to the assignor Lender, if any, the Borrower (at its expense) shall execute and deliver a replacement Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e10.06(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this 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 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 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 Facility (and treating assignments by an assignor to multiple Approved Funds as one assignee for purposes of such minimum assignment amount), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans or the Commitment assigned, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction ii) shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due apply to a forced divestiture at the request rights in respect of any regulatory agency; Swing Line Loans or (y) upon the occurrence 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 defaultRevolving Credit Commitment must be approved by the Administrative Agent, event the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) any assignment in respect of default the Term Facility must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Term Lender, an Affiliate or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender or any Approval Fund (such approval not to be unreasonably withheld or delayed), and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided that (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 such simultaneous assignments to or by two or more Approved Funds) and the Eligible Assignee, if it shall not be a Lender’s own financing or securitization transactions), shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e11.06(d).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. purpose 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 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 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 (which for this purpose includes Loans outstanding thereunder) or, if an 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 any Person) all be unreasonably withheld or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to itdelayed); provided, however, that no such (iii) each partial assignment shall be made to Borroweras an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, an Affiliate and rights and obligations with respect thereto, assigned; (iv) any assignment of Borrower, a Commitment must be approved by the Administrative Agent and the L/C Issuer (whether or any employees or directors of Borrower or any other Person that is not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section. The Borrower reserves the right to propose potential Eligible Assignees and the Lenders agree to consider, in their sole discretion, the Borrower’s proposed Eligible Assignees.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender, howeveran Affiliate of a Lender or an Approved Fund, that no each of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not 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 Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, an Affiliate together with a processing and recordation fee of Borrower$3,500, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee and (which restriction v) the assignee, if it shall not apply 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 (Aa), (b), (g) 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 (yh) 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)Article VII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e).rights

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to itit or in the case of an assignment to a Lender or an Affiliate of a Lender, 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 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 (each such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrower, an Affiliate the Loans or the Commitment assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other a Commitment must be approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee 47 Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 SECTIONS 3.01, 3.04, 3.05, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. directors of Borrower or or, unless an Event of Default has occurred and is continuing, any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a 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 12.0313.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e13.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more assignees that are Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); providedprovided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, howeveran Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; provided that if at the time of such assignment, any Loan made to a Dutch Borrower would be outstanding and the assigning Lender’s Applicable Percentage of any and all of such Loans would in the aggregate with respect to any Dutch Borrower, as of the date of assignment, be more than zero but less than the Dollar Equivalent (calculated on the basis of the Spot Rate of the Administrative Agent as of the date of such assignment) of €100,000, no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that assignee which 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 Professional Market Party; provided further that at the request of the assigning Lender at any regulatory agency; time prior to a proposed assignment to an assignee other than a Professional Market Party, such Dutch Borrower shall either (1) subject to the prior notice requirements set forth in Section 2.05(a)(i), immediately prepay all Loans made to it or (y2) upon subject to the occurrence prior notice requirements set forth in Section 2.02(a), immediately borrow such amount of a defaultLoans, event so that in the case of default or similar occurrence each of clauses (1) and (2), the assignment would not be restricted by the immediately preceding proviso; 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 Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject assignment is delivered to the recording thereof by the Lenders pursuant to Section 12.05(c)Administrative Agent or, from and after the effective date if “Trade Date” is specified in each the Assignment and Assumption, as of the assignee thereunder Trade Date, shall not be a party to this Agreement less than $5,000,000 unless each of the Administrative Agent and, to so long as no Event of 142 89826417_6 Default has occurred and is continuing, the extent of the interest assigned by Company otherwise consents (each such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a Lender’s rights and obligations under this Agreement, such Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment unreasonably withheld or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(edelayed).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of the its Commitment and the Loans (including for purposes of this subsection (b); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's 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 principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided, however, that no such (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's Loans and Commitments, and rights and obligations with respect thereto, assigned; and (iii) the parties to Borrowereach assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, an Affiliate together with a processing and recordation fee of Borrower$3,500 and the Eligible Assignee, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction if it shall not apply be a Lender, shall deliver to (A) the Administrative Agent an assignment by a Lender loan administrative questionnaire in connection with (x) assignments by such Lender due form and substance reasonably acceptable to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Agent. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05 and Section 12.0311.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders may may, with the prior written consent of Borrower (such consent not to be unreasonably withheld, delayed or conditioned), at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) all or a portion of their rights and obligations under this Agreement (including all or a portion of the Commitment and the Loans at the time owing to it); provided, however, that (i) no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or at any other Person that is not an Eligible Transferee time, (which restriction ii) the consent of Borrower shall not apply be required at any time an Event of Default has occurred and is continuing, (iii) the consent of Borrower to an assignment to any one or more Eligible Transferees will be deemed to have been given if Borrower has not responded within three (3) Business Days after the delivery of any request for such consent and (iv) the consent of Borrower shall not be required (A) an for any assignment by a to any Affiliate of any Lender or Administrative Agent, (B) for any assignment 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 distribution of assets by a Lender in connection with such Lender’s own a liquidation of a Lender and (C) in connection with any pledge, sale or assignment in connection with any financing transaction, securitization or securitization transactionsloan facility (collectively, the “Financing Transaction”), including, without limitation, any proceeding or action related to the Financing Transaction where the Loan is sold or assigned as part of a foreclosure, asset sale, bid wanted in competition process or other similar transaction. Subject to the recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c13.05(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this AgreementAgreement and the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a 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 12.0313.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b13.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e13.05(e).

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); providedPROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and 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, howeverthe aggregate amount of the Commitment (which for this purpose includes participation in L/C Obligations outstanding thereunder) or, that 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 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 (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrower, an Affiliate its participations in L/C Obligations or the Commitment assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other a Commitment must be approved by Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Transferee Assignee); and (which restriction 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 apply be a Lender, shall deliver to (A) Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 SECTIONS 3.01, 3.02, and Section 12.0310.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans (including for purposes of this paragraph (b), participations in L/C Obligations) at the time owing to it); providedprovided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment, howeverthe Loans at the time owing to it and the L/C Obligations, that 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, 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); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to Borrowerthe Loans, an Affiliate the Commitment or the L/C Obligations assigned; (iii) any assignment of Borrower, or any employees or directors of Borrower or any other a Lender's Commitment must be approved by the Administrative Agent and the Issuing 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 Transferee Assignee); and (which restriction iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and if the Eligible Assignee is not apply a Lender, such Eligible Assignee shall deliver to (A) the Administrative Agent an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions)Administrative Questionnaire. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 4.01, 4.04, 4.05, and Section 12.0311.05 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 or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (d) of this Section.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund and (y) upon the occurrence of a default, event of default or similar occurrence with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such Lender’s own financing or securitization transactionsassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge Term Commitment or Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andDollar Issuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Dollar Revolving Commitment or any Lender’s rights obligations in respect of its Dollar LC Exposure, (D) each Multi-Currency Issuing Bank, in the case of any assignment and obligations under this Agreement, such Lender shall cease to be delegation of all or 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 portion of a participation in such rights and Multi-Currency Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(e)respect of its Multi-Currency LC Exposure and (E) the Swingline Lender, in the case of any assignment and delegation of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its Swingline Exposure.

Assignments by Lenders. Any Lender may, with the prior written consent of the Lenders may at any time Agent, and with prior notice to the Borrowers, but without the consent of the Borrowers, assign to one or more Eligible Transferees any Person reasonably acceptable to the Borrowers (oreach an "Assignee" and collectively, if an Event of Default has occurred and is continuing, to any Personthe "Assignees") all or a portion of their rights such Lender's Commitments. Any Lender which elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the amount of Three Thousand Dollars ($3,000.00). Such Lender and obligations under its Assignee shall notify the Agent and the Borrowers in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the Agent, the Borrowers and the respective Assignee shall execute and deliver a written assignment agreement in the form attached hereto as EXHIBIT F, which shall constitute an amendment to this Agreement (including all or a portion of to the Commitment and the Loans at the time owing extent necessary to it); provided, however, that no reflect such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at assignment. Upon the request of any regulatory agency; assigning Lender following an assignment made in accordance with this Section 8.5, the Borrowers shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may at any time pledge all or (y) upon the occurrence any portion of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the 's rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent any of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in Commitments or any of the case of an Assignment and Assumption covering all of Obligations to a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)Federal Reserve Bank.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that 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, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); providedprovided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, howeverexcept that this subsection (ii) shall not apply to rights in respect of Swing Line Loans; any assignment of a Commitment must be approved by the Administrative Agent, each L/C Issuer and the Swing Line Lender (such approval not to be unreasonably withheld) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee, but so long as such Person is not Defaulting Lender); the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; Notwithstanding the foregoing, in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. In addition, the amount transferred to any Eligible Assignee in relation to a Commitment and Committed Loans made to Borrower, an Affiliate of Borrower, any Borrower shall be at least EUR 50,000 (or any employees or directors of Borrower its equivalent in another currency) or any other Person 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 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 professional market party within the request meaning 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)Dutch Financial Supervision Act. Subject to the acceptance and recording thereof by the Lenders Administrative Agent pursuant to Section 12.05(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of a the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 Sections 3.01, 3.04, 3.05, and Section 12.0311.04 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 or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)subsection (d) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it); providedprovided that (i) except in the case of an assignment to a Lender or a domestic Affiliate of a Lender, howevereach of the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), that no (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 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 to Borroweras an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person except that is not an Eligible Transferee this clause (which restriction iii) shall not apply to rights in respect of outstanding Competitive Loans, (Aiv) the parties to each assignment shall execute and deliver to the Administrative Agent an assignment by Assignment and Acceptance, together with a Lender in connection with processing and recordation fee of $3,500, and (xv) assignments by such Lender due the assignee, if it shall not be a Lender, shall deliver to a forced divestiture at the request Administrative Agent an Administrative Questionnaire; provided further that any consent of any regulatory agency; the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (a), (b), (h) or (yi) 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)Article VII has occurred and is continuing. Subject to the Upon acceptance and recording thereof by the Lenders pursuant to Section 12.05(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, have the rights and obligations of the Lenders a Lender under this Agreement, and correspondingly the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAcceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Acceptance covering all of a the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Section 5 Sections 2.14, 2.15, 2.16 and Section 12.039.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)paragraph (e) of this Section.

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment and the its Loans at the time owing to it); provided) subject to, however, that no such assignment shall be made to Borrower, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee except (which restriction shall not apply to (A1) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all assignment to a Lender, an Affiliate of a LenderLender 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 (B) so long as (other than in the case of a proposed assignment to a Disqualified Institution) (1) no Event of Default under Section 8.01(a), (b), (d) (solely as a result of a breach of Section 6.08), (g), (h) or (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 rights 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 obligations under this Agreement(B), such Lender shall cease consent not to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment unreasonably withheld, conditioned or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(edelayed).; provided that:

Assignments by Lenders. Any of the Lenders Lender may at any time assign to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: Minimum Amounts. in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to itit 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 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 the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that no such assignment shall be made concurrent assignments to Borrower, members of an Affiliate Assignee Group and concurrent assignments from members of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due Assignee Group to a forced divestiture at the request single assignee (or to an assignee and members of any regulatory agencyits Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; or (y) upon the occurrence of a defaultprovided, event of default or similar occurrence with respect to such Lender’s own financing or securitization transactions, or (B) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, further that except in the case of an Assignment and Assumption covering assignment to an existing Lender, all assignments of a Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled Loans made 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) Parent shall be treated for purposes of this Agreement as in a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.05(e)minimum amount equal to or greater than EUR 50,000 or its Dollar Equivalent.

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the its Commitment and the Loans at the time owing to it)) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower; provided, however, provided that no such assignment consent of the Borrower shall be made required (1) (x) with respect to BorrowerTerm Commitments or Term Loans, for an assignment and delegation to a Lender, an Affiliate of Borrower, or any employees or directors of Borrower or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or an Approved Fund and (y) upon the occurrence of a default, event of default or similar occurrence with respect to Revolving Commitments or Revolving Loans, for an assignment and delegation to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund in respect of a Revolving Lender and (2) if an Event of Default has occurred and is continuing, for any other assignment and delegation; provided further that the Borrower shall be deemed to have consented to any such Lender’s own financing or securitization transactionsassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof, or (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any portion of a pledge Term Commitment or Term Loan to a Lender, an Affiliate 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)an Approved Fund, from and after the effective date specified in (C) each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing 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. (ii) Assignments and delegations shall be subject to the following additional conditions: (A) except in the case of an assignment and delegation to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment and delegation of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption covering all with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000 (treating contemporaneous assignments by or to two or more Approved Funds as a single assignment for purposes of such minimum transfer amount), unless each of the Borrower and the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed); provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 12.03. Any assignment or transfer by a Lender of rights or obligations under ; provided that this Agreement that does not comply with this Section 12.05(bclause (B) shall not be treated for purposes of this Agreement as a sale by such Lender construed to prohibit the assignment and delegation of a participation in such proportionate part of all the assigning Lender’s rights and obligations in accordance respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations by or to two or more Approved Funds, (2) the Administrative Agent may waive or reduce such fee in its sole discretion and (3) with respect to any assignment and delegation pursuant to Section 12.05(e2.19(b) or 9.02(c)., the parties hereto agree that such assignment and delegation may be effected

Assignments by Lenders. Any of (i) Subject to the Lenders conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more Eligible Transferees (or, if an Event of Default has occurred and is continuing, to any Person) Assignees all or a portion of their its rights and obligations under this Agreement (including all or a portion of the Commitment its Commitments and the Loans at the time owing to it)) with the prior written consent (such consent not to be 145 unreasonably withheld or delayed) of (A) the Borrower; provided, howeverthat, that no such assignment consent of the Borrower shall be made required (1) for an assignment and delegation to Borrowera Lender, an Affiliate of Borrowera Lender or an Approved Fund or (2) if an Event of Default under 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 assignment to 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, the Borrower shall be deemed to have consented to any such assignment and delegation unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof, (B) the Administrative Agent; provided, that, no consent of the Administrative Agent shall be required for an assignment and delegation (1) of all or any employees portion of a Term Loan to a Lender, an Affiliate of a Lender or directors an Approved Fund or (2) of Borrower all or any other Person that is not an Eligible Transferee (which restriction shall not apply to (A) an assignment by a Lender in connection with (x) assignments by such Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence portion of a defaultRevolving Commitment or Revolving Loans to an existing Revolving Lender, event an Affiliate of default an existing Revolving Lender or similar occurrence an Approved Fund with respect to such a Revolving Lender’s own financing or securitization transactions, or (BC) a pledge of assets by a Lender in connection with such Lender’s own financing or securitization transactions). Subject to the recording thereof by the Lenders pursuant to Section 12.05(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lenders under this Agreement, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (andIssuing Bank, in the case of an Assignment any assignment and Assumption covering delegation of all or a portion of a Revolving Commitment or any Lender’s rights obligations in respect of its LC Exposure (other than to an existing Revolving Lender) and obligations under this Agreement(D) the Swingline Lender, such Lender shall cease to be in the case of any assignment and delegation of all or 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 portion of a participation in such rights and Revolving Commitment or any Lender’s obligations in accordance with Section 12.05(erespect of its Swingline Exposure (other than to an existing Revolving Lender).