Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, Lender or an Affiliate of a LenderLender (other than a Foreign Lender that on the effective date of the assignment would be subject to U.S. federal withholding tax that is imposed on interest payments payable to such Foreign Lender pursuant to any Requirements of Law, excluding, however, an assignee pursuant to a request by Borrower under Section 2.15), an Approved Fund or, if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; provided, further further, that the Administrative Borrower shall be deemed to have consented to any such assignment requiring its consent unless it shall object thereto by written notice to the Administrative Agent within ten seven (107) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except Except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 10.0 million, in the case of any assignment in respect of Revolving Loans and/or Revolving Commitments, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04(c)10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (each such consent not to be unreasonably withheld or delayed) of:: ​ (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment (I) to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orFund, (II) to any Specified Permitted Lender or (III) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld withheld, conditioned or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), or (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person. ​ (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and any Revolving Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it, its Term Loan Commitment and/or any Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (Ai) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ax) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment and the Revolving Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the applicable such Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, or if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 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 of the Borrowers and Administrative Agent not be unreasonably withheld or delayed) and (y) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment and Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Term Loans and Term Loan Commitment or, if such Term Loan Commitment is not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent of the Borrowers and Administrative Agent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion apply to rights in respect of its rights and obligations among separate tranches on a non-pro rata basis; andSwing Line Loans; (Ciii) any assignment of a Commitment must be approved by the Administrative Agent (and, if such Commitment is a Revolving Credit Commitment, the L/C Issuers 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) such approval not to be unreasonably withheld, delayed or conditioned; (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 $3,5003,500 (with only one such fee payable in connection with simultaneous assignments to or by two or more Approved Funds), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (v) no such assignment shall be made (A) to any Borrower or any of such Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender, would constitute any of the foregoing Persons described in this clause (v); and (vi) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each L/C Issuer, the Swing Line Lender or any other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and, if applicable, 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Upon request, the Borrowers (at their expense) shall execute and deliver a Note, as applicable, to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:Agreement; provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term 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 of the Assignment and Assumption Agreement with respect to such assignment is delivered to recorded by the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower shall otherwise consent (each such consent not to be unreasonably withheld or delayeddelayed and such approval to be deemed to have been given if a response is not received within five (5) Business Days from the date on which request for approval was received by the applicable Person); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment Term Loans assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement to be either (a) electronically executed and Assumptiondelivered via an electronic settlement system then acceptable to the Administrative Agent (which shall initially be the settlement system of ClearPar) or (b) manually executed and delivered, together with, except in the case of an assignment to an Affiliate of a Lender or an Approved Fund with respect to a Lender, a processing and recordation fee of $3,5003,500 in the case of assignments not made using an electronic settlement system, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and, if required, applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection 9.1C, from and after the effective date specified in each Assignment and AssumptionAgreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 subsections 2.7 and 10.03 9.2 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.subsection 9.1D.

Assignments by Lenders. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (no such consent not to by Holdings shall be unreasonably withheld or delayed) of: required (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an any such assignment by any Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund with respect to a another Lender, or (B) if, at the aggregate amount time of the Commitment (which for this purpose includes Loans outstanding thereunder) orsuch assignment, if the applicable Commitment is not then in effect, the principal outstanding balance an Event of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Incipient Default has occurred and is continuing, the Administrative Borrower otherwise consent ; (each ii) any such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made as an assignment of by a proportionate part of all Lender in such manner that the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a same portion of its rights Revolving Credit Loans, its Note, its Commitment and obligations among separate tranches on a non-pro rata basisits participation in the Letters of Credit is assigned to the assignee; and and (Civ) 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 Assigneeassignee, if it shall not be already a Lender, shall deliver agree to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible 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 assigned by such Assignment consent of the Agent and Assumptionthe Letter of Credit Issuer), have the obligations, rights and obligations benefits of a Lender under this Agreementhereunder 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 assignee); and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all share of the assigning Lender’s rights Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Acthereunder so assigned.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (II) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderCommitment, 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld or delayedwithheld); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II) or (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person. (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative BorrowerLoans; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed); ; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit apply to rights in respect of Swing Line Loans or the Term Loan; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender from assigning all (whether or a portion of its rights not the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations among separate tranches on a non-pro rata basis; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05 and 10.03 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Revolving Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Revolving Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (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 $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Revolving Loans or the Revolving Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its apply to the Swing Line Lender’s rights and obligations among separate tranches on in respect of Swing Line Loans; (iii) any assignment of a non-pro rata basisRevolving Commitment must be approved by the Administrative Agent, the Swing Line Lender, and the Issuing Lenders (such approval shall not 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); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.9, 2.133.10, 2.15 3.11, and 10.03 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate 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 (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed, and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, except that this clause in addition: (iiA) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that the Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th) Business Day; (B) the consent of the Administrative Agent (such consent not prohibit any to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisan Approved Fund with respect to such Lender; and (C) the parties to each assignment shall execute and deliver to consents of the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, L/C Issuers and the Eligible Assignee, if it shall Swing Line Lender (such consents not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment unreasonably withheld or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(bdelayed) shall be treated required for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actany assignment.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) belowSection 12.04(b)(ii), any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Administrative Borrower; , provided that no consent of the Administrative Borrower shall be required for an assignment (x) to a Lender, an Affiliate of a Lender, or an Approved Fund or, or (y) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assigneecontinuing; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment, 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 (x) 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 DateAgent) shall not be less than $5,000,000 and (y) assignee 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 be at least $5,000,000, in each case unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; and (D) the Eligible Assigneeassignee, if it shall is not be currently a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. . (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)thereof, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12Section 5.01, 2.13Section 5.02, 2.15 Section 5.03 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignmentSection 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d12.04(c). If . (iv) The Administrative Agent, acting for this purpose as an assignment or transfer does not include an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount outstanding from of the Loans and LC Disbursements owing to, each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required Lender pursuant to the terms hereof from time to time under (the Dutch Financial Markets Supervision Act “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex I to the Borrower, the Issuing Bank and each Lender. (Wet op het financieel toezichtv) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee is already a Lender), the assignee or transfereeprocessing and recordation fee referred to in this Section 12.04(b) and any written consent to such assignment required by this Section 12.04(b), as the case may be, Administrative Agent shall confirm in the relevant accept such Assignment and Assumption to each such Borrower that and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it is a professional market party (professionele marktpartij) within has been recorded in the meaning of such ActRegister as provided in this Section 12.04(b).

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified below in the aggregate 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 (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) no consent shall be required for any assignment to an Eligible Assignee except to the extent required by paragraph (b)(i) of this Section and, except that this clause in addition: (iiA) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; (B) the consent of the Administrative Agent (such consent not prohibit any to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisan Approved Fund with respect to such Lender; and (C) the parties to each assignment shall execute and deliver to consents of the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, L/C Issuers and the Eligible Assignee, if it shall Swing Line Lender (such consents not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment unreasonably withheld or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(bdelayed) shall be treated required for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actany assignment.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (Ai) if no Default or event of Default has occurred, the Administrative Borrower; provided that no consent of assigning Lender shall provide the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate written notice of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within at least ten (10) Business Days after having received days before any such assignment, which notice thereofshall indicate the amount to be assigned and identify the relevant Eligible Assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Facility 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 the US Dollar Equivalent of US$2,000,000, unless each of the Administrative Facility Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); (Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Facility Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it US$3,500 (provided however that such fee shall not be a Lender, required with respect to an assignment to an Approved Fund). The Facility Agent and Lenders shall deliver have no duty to verify the Administrative Agent authenticity of the signature appearing on an Administrative QuestionnaireAssignment and Assumption or any other written approval. Subject to acceptance and recording thereof by the Administrative Facility Agent pursuant to paragraph (c) of this Section 10.04(c)10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act10.04.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees (which Eligible Assignees, for the avoidance of doubt, shall not include any Disqualified Institution; provided, that assignments may be made to Disqualified Institutions unless a list of Disqualified Institutions has been made available to all Lenders by or on behalf of the Borrower), all or a portion of its rights and obligations under this Agreement (Agreement, including all or a portion of its Commitment 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; provided, however, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 Term Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is Term Commitments are not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (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 1,000,000, unless each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the Borrower has received notice thereof); 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Loan class of Loans or the class of Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the Eligible Assigneecase of any assignment; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iv); and (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) 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 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)clause (c) below, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Term 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 clause(bclause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 clause (or its equivalent in other currenciesd) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actbelow.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and its Revolving Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the Loans time owing to it (such Lender’s portion of Loans, commitments and risk participations with respect to each of the Revolving Credit Facility (each, an “Applicable Facility”) being referred to in this Section 11.06 as its “Applicable Share”)) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Applicable Share of the Loans Applicable Facility 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 Applicable Share (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 with respect to each such assignment (Applicable Facility, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 with respect to the Revolving Credit Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Agent otherwise consent consents (each such consent not to be unreasonably withheld or delayed; provided that the Borrower Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), provided, however, 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedApplicable Facility, except that this clause (ii) shall not (A) prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches the Applicable Facilities on a non-pro rata basis; andbasis or (B) apply to rights in respect of Swing Line Loans; (Ciii) any assignment of a Revolving Credit 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, the Borrower Agent (each such consent not to be unreasonably withheld or delayed; provided that the Borrower Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof) unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 payable by the assigning Lender, provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (v) no such assignment shall be made (A) to any Borrower or any of the Borrowers’ Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person; and (vi) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower Agent 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 Pro Rata Share. 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Revolving Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.124.01, 2.134.04, 2.15 4.05, and 10.03 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver Revolving Loan Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(dsubsection (d) of this Section. Notwithstanding the foregoing, if any Lender shall assign all of its rights and obligations under this Agreement (an “Exiting Lender”). If , to the extent such Exiting Lender or an assignment or transfer does not include an amount outstanding from each Borrower which Affiliate thereof is a Dutch Loan Party Secured Related Credit Provider at the time of at least € 100,000 such assignment, (a) such Exiting Lender or Affiliate shall continue to be a Secured Related Credit Provider solely with respect to Secured Related Credit Obligations arising under Related Credit Arrangements entered into prior to such assignment and shall continue to be entitled to the benefits of Section 9.03 in its equivalent in other currenciescapacity as a Secured Related Credit Provider and (b) such Exiting Lender and such Affiliate shall continue to be subject to (or such other amount as may be required from time to time i) notification requirements under the Dutch Financial Markets Supervision Act definition of “Secured Related Credit Obligation”, and (Wet op het financieel toezicht)ii) the requirements, the assignee or transfereeincluding indemnification obligations, as the case may be, shall confirm in the relevant Assignment under Sections 9.03 and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act10.12.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one (1) or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swingline Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 5.0 million, unless, in each case, each of the Administrative Agent and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayeddelayed and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof), it being understood that assignments to a Lender or an Affiliate of a Lender or an Approved Fund shall not be subject to such minimum amounts; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Revolving Lender’s rights and obligations under this Agreement with respect to the Loan or Revolving Loans and the Revolving Commitment assigned, except that this clause (ii) shall not prohibit apply to rights in respect of Swingline Loans; (iii) any assignment of Revolving Commitments and Revolving Loans must be approved by the Administrative Agent, each L/C Issuer and the Swingline Lender from assigning all and, so long as no Event of Default pursuant to Section 9.01(a) or (f) has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed and provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided that the Borrower’s approval shall not be required if the proposed assignee is a portion Revolving Lender, an Affiliate of its rights and obligations among separate tranches on a non-pro rata basisRevolving Lender or an Approved Fund; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (which fee may be waived by the Administrative Agent in its discretion), and the Eligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and (B) deliver to the Borrower and the Administrative Agent the forms required to be delivered pursuant to Section 3.01(e). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c11.06(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05 and 10.03 11.04 (subject to the requirements and limitations of such Sections) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(bSection 11.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d11.06(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, its interests in Letters of Credit and the Loans at the time owing to it) with the prior written consent (each such consent not to be unreasonably withheld or delayed) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (II) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld or delayedwithheld); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedany Tranche, except that this clause (iiB) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches under different Tranches on a non-pro rata basis; and; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person or (IV) in the case of an assignment of rights and obligations under the NAIC Tranche, any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank). (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (each such consent not to be unreasonably withheld or delayed) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment (I) to a Lender, an Affiliate of a Lender, Lender or an Approved Fund orFund, (II) to any Specified Permitted Lender or (III) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld withheld, conditioned or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), or (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person. (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations, in British Pound Sterling Loans, in Canadian Dollar Loans, in Canadian Banker’s Acceptances and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 Administrative Borrower Anixter otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its apply to the Swing Line Lender’s rights and obligations among separate tranches on in respect of Swing Line Loans; (iii) any assignment of a non-pro rata basisCommitment 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, an Affiliate of a Lender or an Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, each Borrower shall execute and deliver a Note to the assignee Lender at such assignee Lender’s expense. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees, which, for the avoidance of doubt, shall not include any Disqualified Institution, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans (including for purposes of this clause (b), any Participation Interests in the Letters of Credit and Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided, however, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 Revolving Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the applicable Commitment is Revolving Commitments are not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (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 1,000,000 unless each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed; provided that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the Borrower has received notice thereof); 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Loan class of Loans or the class of Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion apply to rights in respect of its rights and obligations among separate tranches on a non-pro rata basis; andSwing Line Loans; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the Eligible Assigneecase of any assignment; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iv); and (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)clause (c) below, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(bclause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 clause (or its equivalent in other currenciesd) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actbelow.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 1,000,000 (or otherwise agreed by Administrative Agent and Borrowers) unless such assignment is made to an existing Lender, to an Affiliate thereof, in which case no minimum amount shall apply, unless each of the Administrative Agent and, so long as no Potential Default or Event of Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that Borrowers shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrowers prior to such fifth (5th) Business Day; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 Section 12.2 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayeddelayed and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof); 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent, except and L/C Issuer unless the Person that this clause is the proposed assignee is itself a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) 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 $3,500in the amount, if any, required as set forth in Schedule 11.3, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.9, 2.133.12, 2.15 3.13, 3.14, and 10.03 11.5(b) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this clause(b) subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower); provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 (which minimum may be acquired by the assignee from two or more assigning Lenders), unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (B) ; each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except ; any assignment of a Commitment must be approved by LC Issuer (such consent not to be unreasonably withheld or delayed) unless the Person that this clause is the proposed assignee is itself a Lender with a Commitment (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with the Note subject to such assignment and a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireDetails Form in form satisfactory to Administrative Agent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits benefits, and subject to the requirements of, of Sections 2.123.2, 2.133.4, 2.15 3.5 and 10.03 10.4 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time sell, assign or transfer to one or more assignees Eligible Assignees, upon the giving of notice to the Borrower and the Administrative Agent, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld it or delayed) ofother Obligations); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except (a) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it it, which such amount is less than the applicable minimum transfer amount set forth below, or (b) 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 (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 $2,500,000 in the case of Incremental Revolving Commitments or Incremental Revolving Loans and shall not be less than $5,000,000 1,000,000100,000 in the case of Term Loan Commitments or Term Loans, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within sevenfive (75) Business Days after having received notice thereof; 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, that no assignment of Revolving Commitments or Revolving Loans shall be made without the prior written consent (such consent not to be unreasonably withheld or delayed) of the L/C Issuers; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan 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 tranches on a non-pro rata basis; and; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (provided however, that (i) the Administrative Agent may in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (ii) the Administrative Agent does hereby waive such processing and recordation fee in connection with an assignment by or to Xxxxxxx SachsJPMorgan Chase Bank USA, N.A. or any Affiliate thereof or in the case of an assignee which is already a Lender or is an affiliate or Approved Fund of a Lender or a Person under common management with a Lender) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and such forms, certificate or other evidence, if any, as the assignee under such Assignment and Assumption may be required to deliver pursuant to Section 3.01; and (iv) pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and related Commitments. Subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective closing date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12Section 3.01 (subject to the requirements and limitations therein, 2.13including the requirements of Section 3.01(e)), 2.15 3.04, 3.05 and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective closing 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 clause(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 10.04(d)subsection (d) of this Section. If 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 and Assumption shall make such additional payments to Administrative Agent in an assignment or transfer does not include an aggregate amount outstanding from each Borrower sufficient, upon distribution thereof as appropriate (which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time outright payment, purchases by the assignee of participations, or other compensating actions, to time under each of which the Dutch Financial Markets Supervision Act (Wet op het financieel toezichtapplicable 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 and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Applicable Percentage of all Loans. 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. Each Lender, upon execution and delivery hereof or transfereeupon succeeding to an interest in the Commitments and Loans, as the case may be, shall confirm in represents and warrants as of the relevant Closing Date or as of the effective date of such Assignment and Assumption to each such Borrower that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a professional market party (professionele marktpartij) view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition of such ActCommitments or Loans or any interests therein shall at all times remain within its exclusive control).

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time sell, assign or transfer to one or more assignees Eligible Assignees, upon the giving of notice to the Borrower and the Administrative Agent, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld it or delayed) ofother Obligations); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except (a) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it it, which such amount is less than the applicable minimum transfer amount set forth below, or (b) 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 (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 $2,500,000 in the case of Incremental Revolving Commitments or Incremental Revolving Loans and shall not be less than $5,000,000 1,000,000 in the case of Term Loan Commitments or Term Loans, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within seven (7) Business Days after having received notice thereof; 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan 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 tranches on a non-pro rata basis; and; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500 (provided however, that (i) the Administrative Agent may in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (ii) the Administrative Agent does hereby waive such processing and recordation fee in connection with an assignment by or to Xxxxxxx Xxxxx Bank USA or any Affiliate thereof or in the case of an assignee which is already a Lender or is an affiliate or Approved Fund of a Lender or a Person under common management with a Lender) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and such forms, certificate or other evidence, if any, as the assignee under such Assignment and Assumption may be required to deliver pursuant to Section 3.01; and (iv) pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and related Commitments. Subject to acceptance and recording thereof in the Register by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective closing date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12Section 3.01 (subject to the requirements and limitations therein, 2.13including the requirements of Section 3.01(e)), 2.15 3.04, 3.05 and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective closing 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 clause(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 10.04(d)subsection (d) of this Section. If 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 and Assumption shall make such additional payments to Administrative Agent in an assignment or transfer does not include an aggregate amount outstanding from each Borrower sufficient, upon distribution thereof as appropriate (which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time outright payment, purchases by the assignee of participations, or other compensating actions, to time under each of which the Dutch Financial Markets Supervision Act (Wet op het financieel toezichtapplicable 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 and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Applicable Percentage of all Loans. 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. Each Lender, upon execution and delivery hereof or transfereeupon succeeding to an interest in the Commitments and Loans, as the case may be, shall confirm in represents and warrants as of the relevant Closing Date or as of the effective date of such Assignment and Assumption to each such Borrower that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a professional market party (professionele marktpartij) view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.06, the disposition of such ActCommitments or Loans or any interests therein shall at all times remain within its exclusive control).

Assignments by Lenders. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (no such consent not to by Holdings shall be unreasonably withheld or delayed) of: required (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an any such assignment by any Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund with respect to a another Lender, or (B) if, at the aggregate amount time of the Commitment (which for this purpose includes Loans outstanding thereunder) orsuch assignment, if the applicable Commitment is not then in effect, the principal outstanding balance an Event of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Incipient Default has occurred and is continuing, the Administrative Borrower otherwise consent ; (each ii) any such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made as an assignment of by a proportionate part of all Lender in such manner that the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a same portion of its rights Revolving Credit Loans, its Note, its Commitment and obligations among separate tranches on a non-pro rata basisits participation in the Letters of Credit is assigned to the assignee; and and (Civ) 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 Assigneeassignee, if it shall not be already a Lender, shall deliver agree to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible 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 assigned by such Assignment consent of the Agent and Assumptionthe Letter of Credit Issuer), have the obligations, rights and obligations benefits of a Lender under this Agreementhereunder holding the share of the Total Commitment Xxxxxx, 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 assignee); and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all share of the assigning Lender’s rights Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Acthereunder so assigned.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Administrative Borrower; Borrower (provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof); provided, further, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and; (C) the Issuing Bank and Bank; and (D) the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, 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 or 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 DateAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent andotherwise consent, so long as provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement, except provided that this clause (ii) shall not be construed to prohibit any Lender from the assignment of a proportionate part of all the assigning all or a portion of its Lender’s rights and obligations among separate tranches on a non-pro rata basis; andin respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and such fee to be paid by either the Eligible Assigneeassigning Lender or the assignee Lender or shared between such Lenders; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. Subject to acceptance and recording thereof by For the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht9.04(b), the assignee or transferee, as term “Approved Fund” and “Ineligible Institution” have the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.following meanings:

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its Loans, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:Agreement; provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans assigned; (iii) any assignment must be approved by Administrative Agent, and, so long as no Event of Default is continuing hereunder, Borrower, unless the Person that is the proposed assignee is itself a Lender (whether or not the Commitment assignedproposed assignee would otherwise qualify as an Eligible Assignee); provided that, except that this clause (ii) each such consent shall not prohibit any Lender from assigning all be unreasonably withheld or a portion of its rights and obligations among separate tranches on a non-pro rata basisdelayed; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation the Assignment Fee, unless such fee of $3,500is waived by Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.04(c)12.4, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.124.1, 2.134.5, 2.15 4.6, and 10.03 12.8 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 Promissory 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 clause(bclause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act12.4.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 1,000,000 unless such assignment is made to an existing Lender, to an Affiliate thereof, or to an Approved Fund, in which case no minimum amount shall apply, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); provided that Borrower shall be deemed to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower prior to such fifth (5th) Business Day; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment must be approved by Administrative Agent, the Swingline Lender and the Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Revolving Credit Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.124.8, 2.134.9, 2.15 4.10, 4.11 and 10.03 13.2 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 10,000,000 or 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 Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except ; (iii) any assignment of a Commitment must be approved by (x) the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the Person that this clause is the proposed assignee is itself a Lender with a Commitment or an Affiliate of such Lender (iiwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee) shall and (y) each Issuing Lender if such assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisoutstanding); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date Assignment Date specified in each Assignment and AssumptionAssumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this 12:53 p]] Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.13 and 10.03 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignmentAssignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. Notwithstanding anything herein to the contrary, no Lender may assign all or a portion of its rights and obligations pursuant to this Section 10.04(b) unless (iA) an Event of Default has occurred and is continuing, (B) payments of interest hereunder by the Borrowers to the Lenders are subject to withholding tax in Brazil at a rate at least equal to the rate of withholding tax payable by a Brazilian borrower to Foreign Lenders resident in a jurisdiction that does not have a tax treaty with Brazil, or (C) such assignment shall not subject interest payments to such assignee to withholding tax in Brazil. Subject to the conditions set forth in clause (b)(ii) belowimmediately preceding sentence and the provisions of the Arranger Participation Agreement, any Lender may at any time assign to one or more assignees financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower); provided that no consent (i) except in the case of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of Arranger, or a Lender, an Approved Fund or, if financial institution that is a Specified Event of Default has occurred and is continuing or prior to the completion member of the primary syndication Federal Reserve System of the Commitments United States of America and Loans (as determined by that has combined capital and surplus of not less than $500,000,000, each of the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Borrowers and the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no must give their prior written consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentassignment (which consent shall not be unreasonably withheld), an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment 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 Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderoutstanding Loans, the aggregate amount of the Commitment (which for this purpose includes Loans Commitment(s) and outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance amount of the Loans of the assigning Lender (x) subject to each such assignment and (y) retained after giving effect to such assignment (in each case determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000 3,500,000 and increments of $500,000 thereof unless each of the Borrowers and the Administrative Agent andotherwise consent, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause and (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it 2,500; provided further that any consent of any Borrower otherwise required under this paragraph shall not be a Lender, shall deliver to the Administrative Agent required if an Administrative QuestionnaireEvent of Default has occurred and is continuing. Subject to Upon acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender provided that no assignee shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.receive any

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(iiSection 9.04(b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower, provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Borrower; Agent within five (5) Business Days after having received notice thereof, and provided further that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLoans, 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 or 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 DateAgent) shall not be less than $5,000,000 unless each of the Borrower and Administrative Agent andotherwise consent, so long as provided that no such consent of Borrower shall be required if a Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor, and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and (E) the assignee may not be an affiliate of Borrower or Guarantor. (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c9.04(b)(iv), from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.08, 2.133.09, 2.15 3.10, and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03 hereof). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If 9.04(c) hereof. (iv) Administrative Agent, acting for this purpose as an assignment or transfer does not include an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount outstanding from of the Loans owing to, each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required Lender pursuant to the terms hereof from time to time under (the Dutch Financial Markets Supervision Act “Register”). The entries in the Register shall be conclusive, and Borrower, Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (Wet op het financieel toezichtv) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the assignee or transfereeprocessing and recordation fee referred to in Section 9.04(b) hereof and any written consent to such assignment required by Section 9.04(b) hereof, as the case may be, Administrative Agent shall confirm in the relevant accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to each make any payment required to be made by it pursuant to Section 9.03(c), Administrative Agent shall have no obligation to accept such Borrower that Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it is a professional market party (professionele marktpartij) within has been recorded in the meaning of such ActRegister as provided in this Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and the Loans Advances under such Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Applicable Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 3,000,000 in the case of any assignment in respect the Facilities, unless each of the Applicable Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan applicable Class of Advances or the applicable Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches Facilities on a non-pro rata basis; and; (Ciii) any assignment of a Commitment must be approved by the Applicable Administrative Agent and the Applicable Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Commitment (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 Applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, 2,000 (it being understood that only one such processing fee is payable for the series of concurrent assignments to members of an Assignee Group or the series of concurrent assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Applicable Administrative Agent an Administrative Questionnaire; and (v) copies of any Assignment and Assumption received by the Canadian Administrative Agent shall be promptly forwarded to the US Administrative Agent. Subject to acceptance and recording thereof by the Applicable Administrative Agent pursuant to Section 10.04(c)paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.15(b), 9.1(a), 9.1(b), 9.1(c), and 10.03 9.1(d) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (ia) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of), provided that: (Ai) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for except if an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 US$10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (Bii) 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 Agreement; (iii) any assignment must be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Loan Person that is the proposed assignee is itself already a Lender; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the Commitment assignedproposed assignee is itself already a Lender, except or (B) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Xxxxx’x, S&P and DBRS Limited, respectively; (v) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or a Default has occurred and is continuing; provided that this clause (ii) the Parties acknowledge and agree that the consent of the Borrowers’ shall not prohibit be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender from assigning all or where as a portion result of its rights and obligations among separate tranches on a non-pro rata basissuch assignment any withholding taxes would be exigible in respect of such Foreign Lender; and (Cvi) 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, US$3,500 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire. Agent. (b) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)11.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.1213.8, 2.1313.9 and 13.10, 2.15 and 10.03 shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring prior to before 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 clause(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 10.04(d)11.4. If Any payment by an assignee to an assigning Lender in connection with an assignment or transfer does shall not include an amount outstanding from each be or be deemed to be a repayment by a Borrower which is or a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time new Advance to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such ActBorrower.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any Revolving Commitment portion of a Term Loan to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of any assignment made in connection with the primary syndication of the Term Loan Commitment and Term Loans by the Arranger or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Term Loan Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Term Loan Commitment is not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 1.0 million, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Term Loan or the Term Loan Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04(c)10.04, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and the Loans Advances under such Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Applicable Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 3,000,000 in the case of any assignment in respect the Facilities, unless each of the Applicable Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan applicable Class of Advances or the applicable Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches Facilities on a non-pro rata basis; and; (Ciii) any assignment of a Commitment must be approved by the Applicable Administrative Agent and the Applicable Issuing Lender unless the Person that is the proposed assignee is itself a Lender with a Commitment (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 Applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, 3,500 (it being understood that only one such processing fee is payable for the series of concurrent assignments to members of an Assignee Group or the series of concurrent assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Applicable Administrative Agent an Administrative Questionnaire; provided that the Applicable Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; (v) copies of any Assignment and Assumption received by the Canadian Administrative Agent shall be promptly forwarded to the US Administrative Agent; and (vi) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Applicable Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Applicable Borrower and the Applicable Administrative Agent, the applicable pro rata share of Advances 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 Applicable Administrative Agent, Applicable Issuing Lender, Applicable Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit and Swingline Advances 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 Legal Requirement without compliance with the provisions of this clause (vi), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Applicable Administrative Agent pursuant to Section 10.04(c)paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.15(b), 9.1(a), 9.1(b), 9.1(c), and 10.03 9.1(d) with respect to facts and circumstances occurring prior to the effective date of such assignment, provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:Loans; provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 or the applicable Commitment is not then in effect, the outstanding principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion apply to rights in respect of its rights and obligations among separate tranches on a non-pro rata basisthe Loan; and (Ciii) Intentionally omitted; (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 $3,500in the amount, if any, required as set forth in Schedule 11.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Transferees all or a portion of its rights and and/or obligations under this Agreement (including all or a portion of its Commitment and Commitments and/or the Loans at the time owing to it); provided that: (i) with (x) the Borrower shall give its prior written consent to such assignment (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no that, during the Certain Funds Period, the Borrower may withhold such consent in its sole discretion unless a Certain Funds Event of Default is continuing), except in the Administrative Borrower shall be required for an case of any assignment (1) to a Lender, (2) following the Certain Funds Period, to an Affiliate of a Lender, (3) if an Approved Fund or, if a Specified Event of Default (limited during the Certain Funds Period, to a Certain Funds Event of Default) has occurred and is continuing or prior (4) pursuant to the completion syndication provisions of the primary syndication of the Commitments Fee and Loans Syndication Letter and (as determined by the Arrangers), any other assignee; provided, further that y) the Administrative Agent must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided further, that, following the Certain Funds Period, the Borrower shall be deemed to have consented to any such an assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans or Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000 £10,000,000 or in an integral multiple of £1,000,000 in excess thereof unless each of the Borrower and the Administrative Agent and, so long as otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that Commitments and Loans under this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (Civ) the parties to each assignment (other than the Borrower) shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance prepared by the Administrative Agent, together with and shall pay to the Administrative Agent a processing and recordation fee of $£3,500, and ; and (v) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to Upon acceptance and recording thereof by the Administrative Agent pursuant to subsection (d) of this Section 10.04(c)10.04, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee 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 a Lender under this Agreement, and 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 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 Sections 2.122.09, 2.13, 2.15 2.10 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 subsection (e) of this Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act10.04.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and the Loans Advances under such Commitment at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Applicable Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 3,000,000 in the case of any assignment in respect the Facilities, unless each of the Applicable Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan applicable Class of Advances or the applicable Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches Facilities on a non-pro rata basis; and; (Ciii) any assignment of a Commitment must be approved by the Applicable Administrative Agent and the Applicable Issuing Lender (other than Underlying Issuers) unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Applicable Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, 2,000 (it being understood that only one such processing fee is payable for the series of concurrent assignments to members of an Assignee Group or the series of concurrent assignments from members of an Assignee Group to a single Eligible Assignee or to an Eligible Assignee and members of its Assignee Group) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Applicable Administrative Agent an Administrative Questionnaire; and (v) copies of any Assignment and Assumption received by the Canadian Administrative Agent shall be promptly forwarded to the US Administrative Agent. Subject to acceptance and recording thereof by the Applicable Administrative Agent pursuant to Section 10.04(c)paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.15(b), 9.1(a), 9.1(b), 9.1(c), and 10.03 9.1(d) with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in the Existing LCs) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or Loans and the Commitment assigned; (iii) any assignment must be approved by Administrative Agent and LC Issuer unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); provided that, except that this clause (ii) each such consent shall not prohibit any Lender from assigning all be unreasonably withheld or a portion of its rights and obligations among separate tranches on a non-pro rata basisdelayed; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation the Assignment Fee, unless such fee of $3,500is waived by Administrative Agent in its sole discretion, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.04(c)12.4, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.122.2(h), 2.134.1, 2.15 4.5, 4.6, and 10.03 12.8 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 Promissory 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 clause(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 subsection (d) of this Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act12.4.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swingline Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 Revolving Commitments are not then in effect, the outstanding principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit apply to rights in respect of the Swingline Loans; (iii) any assignment of a Revolving Commitment must be approved by the Administrative Agent, the Swingline Lender from assigning all and each L/C Issuer unless the Person that is the proposed assignee is itself a Lender (whether or a portion of its rights and obligations among separate tranches on a non-pro rata basisnot the proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) 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 $3,500in the amount, if any, required as set forth in Schedule 11.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.04(c)11.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s '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 Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Term Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (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 in increments 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 Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Term 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 tranches on a non-pro rata basis; and; (Ciii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that no processing and recordation fee shall be payable in respect of assignments by or from either Arranger or its Affiliates and the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (A) 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 (B) acquire (and fund as appropriate) its full pro rata share of all Term 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. (vi) Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Loans hereunder to the Borrower or any of its Subsidiaries; provided that the aggregate principal amount of the Term Loans assigned to the Borrower or any of its Subsidiaries pursuant to this Section 10.06(b)(vi) shall not exceed 33% of the original principal amount of the Term Loans and any New Term Loans in the aggregate, but only if: (A) such assignment is made pursuant to a Dutch Auction open to all Lenders on a pro rata basis; (B) immediately prior to and after giving effect to such assignment, no Default or Event of Default has occurred or is continuing or would result therefrom; (C) the Borrower or its Subsidiary, as applicable, shall at the time of such assignment affirm the No Undisclosed Information Representation; (D) the Borrower shall, at the time of such assignment and upon giving effect thereto, be in pro forma compliance with the financial covenants set forth in Section 7.08; and (E) any such Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by the Borrower or any of its Subsidiaries; Notwithstanding anything to the contrary contained herein, neither the Borrower or any of its Subsidiaries shall have any right to (1) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrower are not then present or (2) receive any information or material prepared by the Administrative Agent or any Lender or any communication by or among Administrative Agent and one or more Lenders, except to the extent such information or materials have been made available to the Borrower or its representatives. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.13Section 3.04, 2.15 Section 3.05, and 10.03 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d10.06(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “a "Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 15,000,000 unless each of the Administrative Agent and, so long as no Designated Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned, except it being understood that this clause non-pro rata assignments of or among any of the Commitments and Loans are not permitted; (iiiii) shall any assignment of a Commitment or Loan must be approved by the Administrative Agent and, so long as no Designated Event of Default has occurred and is continuing, the Borrower (each such consent not prohibit to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is an Eligible Assignee); (iv) so long as National City Bank is the Administrative Agent, any Lender from assigning assignment by National City Bank or any of its Affiliates of all or a portion of its rights Commitments or Loans that would result in National City Bank and obligations among separate tranches on a non-pro rata basisits Affiliates holding in aggregate less than twenty percent (20%) of the Aggregate Commitments, or, if the Commitments are not then in effect, the aggregate Loan outstanding, shall require, so long as no Designated Event of Default has occurred and is continuing, the consent of the Borrower, such consent not to be unreasonably withheld or delayed; and (Cv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent consent, not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent and the Borrower (except that no such consent of the Borrower shall need to be required for an assignment of any Revolving Commitment to an obtained (x) in the case where the assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund, (y) in connection with the primary syndication or (z) if any Default under Sections 8.01(a) or (f) then exists); and (C) provided that the Issuing Bank and the Swingline Lender. (ii) Assignments Borrower’s consent shall be subject deemed to the following additional conditionshave been provided if such consent is not received within 10 Business Days after a request for consent is made; provided, further, that: (Ai) 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 (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 in increments 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 Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit apply to rights in respect of Swing Line Loans; (iii) any Lender from assigning all assignment of a Revolving Credit Commitment or a portion Revolving Loan must be approved by the Administrative Agent, any L/C Issuer and any Swing Line Lender unless the Person that is the proposed assignee is itself a Lender, an Affiliate of its rights and obligations among separate tranches on a non-pro rata basis; andLender or an Approved Fund; (Civ) the parties to each assignment (other than the Borrower) shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (d) of this Section 10.04(c)10.06, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05 and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d10.06(e). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings and the Agent, which consent shall not be unreasonably withheld; PROVIDED that (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (no such consent not to by Holdings shall be unreasonably withheld or delayed) of: required (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an any such assignment by any Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund with respect to a another Lender, or (B) if, at the aggregate amount time of the Commitment (which for this purpose includes Loans outstanding thereunder) orsuch assignment, if the applicable Commitment is not then in effect, the principal outstanding balance an Event of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Incipient Default has occurred and is continuing, the Administrative Borrower otherwise consent ; (each ii) any such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made as an assignment of by a proportionate part of all Lender in such manner that the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a same portion of its rights Revolving Credit Loans, its Note, its Commitment and obligations among separate tranches on a non-pro rata basisits participation in the Letters of Credit is assigned to the assignee; and and (Civ) 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 Assigneeassignee, if it shall not be already a Lender, shall deliver agree to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible 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 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 assigned by such Assignment and Assumptionconsent of the Agent), have the obligations, rights and obligations benefits of a Lender under this Agreementhereunder 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 assignee); and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all share of the assigning Lender’s rights Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Acthereunder so assigned.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (Ai) the Administrative Borrower; provided that no consent No Lender shall assign any portion of the Administrative Borrower shall be required for its Revolving Commitment or Term Commitment unless an assignment to a Lender, an Affiliate equal percentage of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and its other Commitment is continuing or prior concurrently assigned to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereofsame Lender; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments 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 Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Biii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment Commitments assigned, except that this clause (iiiii) shall not prohibit any apply to rights in respect of Swing Line Loans; (iv) each assignment must be approved by the Administrative Agent, the L/C Issuer and the Swing Line Lender from assigning all unless the Person that is the proposed assignee is itself a Lender (whether or a portion of its rights and obligations among separate tranches on a non-pro rata basisnot the proposed assignee would otherwise qualify as an Eligible Assignee); and (Cv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, its interests in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (II) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld or delayedwithheld); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedany Tranche, except that this clause (iiB) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches under different Tranches on a non-pro rata basis; and; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person or (IV) in the case of an assignment of rights and obligations under the L/C Tranche, any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank). (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.the

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: of (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required (1) for an assignment and delegation (x) of a Term Commitment or a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (y) of a Revolving Commitment or a Revolving Loan to a Revolving Lender, an Affiliate of a Revolving Lender or an Approved Fund or, in respect of a Revolving Lender and (2) if a Specified an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, for any other assigneeassignment and delegation; provided, further further, that the Administrative 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 (10) Business Days after having received notice thereof; , (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment and delegation of all or any Revolving Commitment portion of a Term Loan to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and , (C) each Issuing Bank, in the Issuing Bank case of any assignment and the 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 and the or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderany Class, 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 or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 or, in the case of Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent andotherwise consents (such consent not to be unreasonably withheld, so long as conditioned or delayed); provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (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 with respect to the Loan or the Commitment assigned, except Agreement; provided that this clause (iiB) shall not be construed to prohibit any Lender from the assignment and delegation of a proportionate part of all the assigning all or a portion of its Lender’s rights and obligations among separate tranches on a non-pro rata basis; and in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) only one such processing and recordation fee shall be payable in the event of simultaneous assignments and delegations from any Lender or its Approved Funds to one or more other Approved Funds of such Lender and (2) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the Eligible Assigneeassignee and that the Lender required to make such assignment and delegation need not be a party thereto, (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws and (E) immediately after giving effect to any assignment and delegation of (1) Revolving Commitments of any Class pursuant to this Section 9.04 by any Lender, the minimum amount of Revolving Commitments of such Class held by such Lender (if such Lender continues to hold a Revolving Commitment of such Class immediately after giving effect to such assignment and delegation) shall be $1,000,000 and (2) Term Loans of any Class pursuant to this Section 9.04 by any Lender, the minimum aggregate principal amount of Term Loans of such Class held by such Lender (if such Lender continues to hold Term Loans of such Class immediately after giving effect to such assignment and delegation) shall be $1,000,000. (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of 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 Sections 2.12, 2.13, 2.15 (and 10.03 with respect to facts and circumstances occurring prior subject to the effective date of obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such assignmentLender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d9.04(c). If an assignment or transfer does not include an . (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount outstanding from (and stated interest) of the Loans and LC Disbursements owing to, each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required Lender pursuant to the terms hereof from time to time under (the Dutch Financial Markets Supervision Act “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (Wet op het financieel toezichtv) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the assignee or transfereeprocessing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, as the case may be, Administrative Agent shall confirm in the relevant accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such Borrower that it assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a professional market party (professionele marktpartij) within manually executed signature or the meaning use of such a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 10,000,000 or 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 Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except ; (iii) any assignment of a Commitment must be approved by (x) the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the Person that this clause is the proposed assignee is itself a Lender with a Commitment or an Affiliate of such Lender (iiwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee) shall and (y) each Issuing Lender if such assignment increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisoutstanding); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date Assignment Date specified in each Assignment and AssumptionAssumption (an "Assignment Date"), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.13 and 10.03 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignmentAssignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (i) (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented with respect to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Loan Commitment to an assignee that is a Lender with a and/or Revolving Commitment immediately prior to giving effect to such assignmentLoans, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Loan Commitment and the Revolving Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Loan Commitment (which for this purpose includes Revolving Loans outstanding thereunder) or, if the applicable Revolving Loan Commitment is not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection and (b), participations in LIC Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 (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 Administrative Borrower otherwise consent 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent, except unless the Person that this clause is the proposed assignee is itself a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) 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 $3,500in the amount, if any, required as set forth in Schedule 10.06, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its 4019304v5 obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of 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 Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolver Commitment and its Reducing Revolver Commitment and the Loans Revolver Advances and Reducing Revolver Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;that (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments and the Loans Advances at the time owing to it it, or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment Commitments (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is Commitments are not then in effect, the principal outstanding balance of the Loans Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 the Minimum Amount (as defined herein), unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed) (As used herein, “Minimum Amount” shall mean $5,000,000; provided, that after the occurrence and during the continuance of a Default or Event of Default, Minimum Amount shall mean $3,000,000); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Advances and the Commitments assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender with a Commitment (whether or not the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisproposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04(c9.07(b), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its any further obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 8.03 and 10.03 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.such

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans of any Class at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that: [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans of any Class at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 10,000,000 or 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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that, in the case of the assignment of any Term Loans or Term Commitments, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof from the Administrative Agent; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except ; (iii) any assignment of a Commitment must be approved by (x) the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless the Person that this clause is the proposed assignee is itself a Lender with a Commitment or an Affiliate of such Lender (iiwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee) shall and (y) each Issuing Lender (such approval not prohibit any Lender from assigning all to be unreasonably withheld or a portion delayed) if such assignment increases the obligation of its rights and obligations among separate tranches on a non-pro rata basisthe assignee to participate in exposure under one or more Letters of Credit (whether or not outstanding); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date Assignment Date specified in each Assignment and AssumptionAssumption (an “Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] Agreement (and, in the case of an Assignment and Assumption covering all of 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 Sections 2.12, 2.13, 2.15 2.14 and 10.03 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignmentAssignment Date. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement the Financing Documents (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower); provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, Lender or an assignment of the aggregate entire remaining amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectassigning Lender’s Commitment(s), the principal outstanding balance amount of the Loans Commitment(s) of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance 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 DateAgent) shall not be less than $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent (and, so long as no Default has occurred and is continuingin the case of an assignment of any Lender’s obligations in respect of its LC Exposure, the Administrative Borrower LC Bank) otherwise consent (each provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such consent not to be unreasonably withheld or delayedminimum amount has been met); , (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedFinancing Documents, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,5005,000 (for which the Obligors shall have no liability), and (iv) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided, further, that any consent of the Borrower otherwise required under this paragraph shall not be required if a Specified Default has occurred and is continuing. Subject to Upon acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (d) of this Section, from and after the effective date specified in each Assignment and AssumptionAcceptance, the Eligible Assignee 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 a Lender under this AgreementAgreement and the other Financing Documents, and 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 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 Sections 2.1210.01, 2.13, 2.15 10.02 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment12.03). 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (e) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (ia) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of), provided that: (Ai) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for except if an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 US$5,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (Bii) 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 Agreement; (iii) any assignment must be approved by the Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Loan Person that is the proposed assignee is itself already a Lender; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the Commitment assignedproposed assignee is itself already a Lender, except or (B) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Xxxxx’x, S&P and DBRS, respectively; (v) any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or a Default has occurred and is continuing; provided that this clause (ii) the Parties acknowledge and agree that the consent of the Borrower shall not prohibit be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender from assigning all or where as a portion result of its rights and obligations among separate tranches on a non-pro rata basissuch assignment any withholding taxes would be exigible in respect of such Foreign Lender; and (Cvi) 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, US$5,000 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire. Agent. (b) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)11.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.1213.7, 2.1313.8 and 13.9, 2.15 and 10.03 shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring prior to before 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 clause(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 10.04(d)11.4. If Any payment by an assignee to an assigning Lender in connection with an assignment or transfer does shall not include an amount outstanding from each be or be deemed to be a repayment by the Borrower which is or a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time new Advance to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such ActBorrower.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 Loan of the assigning Lender subject to each such assignment (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 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, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assignedassigned under a Facility, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches under such Facility on a non-pro rata basis; and; (Ciii) any assignment of a Revolving Credit Commitment must be approved by the Agent, unless the Person that is the proposed assignee is itself a Revolving Credit Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (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 a Lender or an Approved Fund with respect to a Lender; and (B) in the case of contemporaneous assignments by a Lender to two or more Eligible Assignees that are Affiliates of one another or two or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder) (in each case, collectively, an "Assignee Group"), only a single such $3,500 fee (which fee shall not, except in the case of an assignment pursuant to Section 3.07 (if such fee is not paid by the assignee), be payable by the Company) shall be payable for all such contemporaneous assignments to Persons within such Assignee Group; and (v) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, (provided that, with respect to circumstances in effect on the effective date of such Assignment and Assumption, an Eligible Assignee shall not be entitled to receive any greater payment under Section 3.01 than the applicable Lender would have been entitled to receive had the assignment not taken place) and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of 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 Sections 2.123.01, 2.133.03, 2.15 3.04, 10.04 and 10.03 10.05 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 clause(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 10.04(d10.07(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitment, the Loans and Pre-Funded L/C Deposits (including for purposes of this clause (b), participations in Revolving L/C Obligations and Pre-Funded L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Commitment, the Loans and Pre-Funded L/C Deposits 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 and Pre-Funded L/C Deposits of the assigning Lender subject to each such assignment (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 1,000,000 with respect to Term Loans and the Pre-Funded L/C Commitments, and $10,000,000 with respect to Revolving Credit Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned (including, with respect to any portion of any Revolving Loan Commitment assigned, except that this clause the corresponding obligation to purchase participations in Revolving L/C Obligations pursuant to Section 2.3(b)); (iiiii) (w) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and each Revolving L/C Issuer, (x) any assignment of Pre-Funded L/C Commitments or Pre-Funded L/C Deposits must be approved by the Pre-Funded L/C Facility Agent and each Pre-Funded L/C Issuer, (y) any reduction in any Revolving L/C Issuer Amount for Revolving Letters of Credit must be approved by each Revolving L/C Issuer and (unless an Event of Default has occurred and is continuing) the Borrower, in each case, such approval not to be unreasonably withheld or delayed and (z) any assignment of a Revolving Credit Commitment or obligations to make Revolving Loans (even if to another Lender or an Affiliate of a Lender), so long as no Event of Default has occurred and is continuing, shall require the consent of the Borrower, not prohibit any Lender from assigning all to be unreasonably withheld or delayed unless such assignment is merely increasing the Revolving Credit Commitment of a portion of its rights and obligations among separate tranches on a non-pro rata basisRevolving Credit Lender; and (Civ) 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; provided that (A) only one such fee shall be required in connection with a concurrent assignment by a Lender to one or more Approved Funds, and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.1, 2.133.4, 2.15 3.5, and 10.03 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any term or provision hereof to the contrary notwithstanding, no portion of any Pre-Funded L/C Deposit of any assigning Pre-Funded L/C Lender shall be refunded in connection with any assignment by such Pre-Funded L/C Lender, but instead (A) the applicable Eligible Assignee shall purchase from such assigning Pre-Funded L/C Lender that portion of the Pre-Funded L/C Deposit identified in the applicable Lender Assignment Agreement for such consideration as mutually agreed upon by such parties; and (B) such assigned portion of such Pre-Funded L/C Deposit shall remain on deposit in the Pre-Funded L/C Deposit Account and, upon the effectiveness of such assignment, shall become the Pre-Funded L/C Deposit of such Eligible Assignee. 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 clause(b) clause shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party clause (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 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 AssumptionAssumption in substantially the form annexed to this Agreement as Exhibit M, as of the Trade Date) shall not be less than $5,000,000 1,000,000, unless each of the Administrative Agent and, so long as no Event of Default or Potential Event of Default has occurred and is continuing, the Administrative Borrower Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bb) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit prohibits any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; (c) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, any assignment of a Commitment and/or Loans must be approved by (i) the Agent, (ii) so long as no Event of Default shall have occurred and be continuing, the Company, and (iii) in the case of a Revolving Credit Commitment, the Issuing Bank unless the Person that is the proposed assignee is itself a Lender with outstanding Loans, a Commitment or Revolving Credit Commitment, as applicable (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee) provided, no such consent may be unreasonably withheld or delayed; and (Cd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.122.8.6 (Additional Costs, 2.13Unavailability, 2.15 Etc.), 2.12 (Mitigation Obligations; Replacement of Lenders), 3.5 (Taxes) and 10.03 11.15 (Expenses; Indemnity; Damage Waiver) 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 clause(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 10.04(dSubsection 11.5.4 (Participants). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.- 105 -

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the ArrangersArranger), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arranger or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5.0 million unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, its interests in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (II) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld or delayedwithheld); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedany Tranche, except that this clause (iiB) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches under different Tranches on a non-pro rata basis; and; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person or (IV) in the case of an assignment of rights and obligations under the L/C Tranche, any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank). (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees (which Eligible Assignees, for the avoidance of doubt, shall not include any Disqualified Institution; provided, that assignments may be made to Disqualified Institutions unless a list of Disqualified Institutions has been made available to all Lenders by or on behalf of the Borrower), all or a portion of its rights and obligations under this Agreement (Agreement, including all or a portion of its Commitment 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; provided, however, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 Term Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Commitment is Term Commitments are not then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment (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 1,000,000, unless each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed; provided that, (1) it shall not be unreasonable for the Borrower to refuse consent to any Person that is not engaged in the making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business and (2) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after the Borrower has received notice thereof); 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Loan class of Loans or the class of Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and; (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the Eligible Assigneecase of any assignment; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) No such assignment shall be made to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iv); and (v) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) 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 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)clause (c) below, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Term 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 clause(bclause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 clause (or its equivalent in other currenciesd) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actbelow.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Qualified Institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and its Loan; provided that (a) except in the Loans at the time owing case of an assignment from a Lender to it) with the any affiliate of such Lender or to another Lender (other than, in each case, Defaulting Lenders), Administrative Agent and, unless an Event of Default has occurred and is continuing, Prologis each shall have provided its prior written consent thereto (each such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ab) 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 Loan 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 Loan of the assigning Lender subject to each such assignment (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 5,000,000, unless each of the Administrative Agent Agent, and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Prologis otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Qualified Institution (or to a Qualified Institution and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bc) 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 Commitment or Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (Cd) 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 $3,5003,500 payable to Administrative Agent (which fee is not an obligation of any Loan Party), and the Eligible AssigneeQualified Institution, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)11.6.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee Qualified Institution thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of of, and be subject to the obligations in, Sections 2.124.1, 2.134.4, 2.15 4.5 and 10.03 11.4 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 clause(b) Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act11.6.4.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans (including for purposes of this subsection (b), any Participation Interests in Letters of Credit and Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); PROVIDED, HOWEVER, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning assignment Lender’s 's Commitment and the Loans at of the time applicable Class owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, (A) the aggregate amount of the Revolving Commitment (which for this purpose purposes includes Revolving Loans outstanding thereunder) or, if the applicable Commitment is Revolving Commitments are not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (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 Administrative Borrower Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed);, (B) (x) so long as any Term B Delayed Draw Commitment is in effect and there are no Term B Delayed Draw Loans outstanding, such Term B Delayed Draw Commitment may be assigned in whole or in part without regard to any minimum amount or (y) if the Term B Delayed Draw Commitments are not then in effect, the principal outstanding balance of the Term B Delayed Draw Loans of the 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) and (C) the aggregate amount of any Term B Closing Date Loans of an assigning Lender subject to each such assignments, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the 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 (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders' rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion apply to rights in respect of its rights and obligations among separate tranches on a non-pro rata basis; andSwing Line Loans; (Ciii) any assignment of a Commitment must be approved by the Administrative Agent and, in the case of any assignment of a Revolving Commitment, the L/C Issuers and the Swing Line Lender, unless the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and Administrative Questionnaire, 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 (the "ASSIGNMENT FEE") of $3,5002,500; PROVIDED, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Eligible AssigneeAssignment Fee will be $2,500 plus the amount set forth below: TRANSACTION ASSIGNMENT FEE First four concurrent assignments or suballocations to -0- members of an Assignee Group (or from members of an Assignee Group, if it shall not be as applicable) Each additional concurrent assignment or suballocation $500 to a Lendermember of such Assignee Group (or from a member of an Assignee Group, shall deliver to the Administrative Agent an Administrative Questionnaire. as applicable) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)SUBSECTION (C) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s '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 Sections 2.12SECTIONS 3.01, 2.133.04, 2.15 3.05, 10.04 and 10.03 10.17 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 or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party SUBSECTION (D) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except ; (iii) any assignment must be approved (such approval not to be unreasonably withheld) by the Administrative Agent and the Borrower; provided that this clause (iia) no consent by the Borrower or Administrative Agent shall be required if the proposed assignee is itself a Lender with a Commitment or an Affiliate thereof (whether or not prohibit any Lender from assigning all or a portion the proposed assignee would otherwise qualify as an Eligible Assignee); and (b) no consent by the Borrower shall be required if such assignment occurs during the continuance of its rights and obligations among separate tranches on a non-pro rata basisan Event of Default; and (Civ) 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 $3,5003,500 for each assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to the acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its ­ obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.8, 2.133.9, 2.15 3.10, 3.11 and 10.03 12.3 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign and delegate to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent of (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower); provided that no consent of the Administrative Borrower shall be required (1) for an assignment assignments of Commitments or Loans to a another Lender, an Affiliate of a Lender, Lender or an Approved Fund or, and (2) if a Specified an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, for any other assigneeassignment and delegation; provided, provided further that the Administrative Borrower shall be deemed to have consented to any such an assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; , (B) the Administrative Agent; provided that no Agent (such consent of the Administrative Agent shall not to be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentunreasonably withheld or delayed), an Affiliate of a Lender or an Approved Fund; and (C) the each Issuing Bank (such consent not to be unreasonably withheld or delayed) and the (D) each Swingline LenderLender (such consent not to be unreasonably withheld or delayed). (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 and the or Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderany Class, 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 or Loans of the assigning Lender subject to each such assignment and delegation (determined as of the trade date specified in the Assignment and Assumption with respect to such assignment and delegation or, if no trade date is so specified, as of the date the Assignment and Assumption with respect to such assignment and delegation is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000 (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 and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); ; provided that no such consent of the Borrower shall be required if an Event of Default of the type set forth in Section 7.01(a), (b), (h) or (i) has occurred and is continuing, (B) each partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except Agreement; provided that this clause (iiB) shall not be construed to prohibit any Lender from the assignment and delegation of a proportionate part of all the assigning all or a portion of its Lender’s rights and obligations among separate tranches on a non-pro rata basis; and in respect of one Class of Commitments or Loans, (C) the parties to each assignment and delegation shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that (1) the Administrative Agent may waive or reduce such fee in its sole discretion and (2) with respect to any assignment and delegation pursuant to Section 2.19(b) or 9.02(c), the parties hereto agree that such assignment and delegation may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto, and (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by Section 2.17(f) and an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. Notwithstanding anything to the contrary herein, assignments between Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC shall not require consent of or prior notice to any party hereunder; provided that such entities shall promptly notify the Administrative Agent upon the effectiveness of any such assignment. (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(v) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned and delegated by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned and delegated by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of 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 Sections 2.12, 2.13, 2.15 (and 10.03 with respect to facts and circumstances occurring prior subject to the effective date of obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees payable hereunder that have accrued for such assignmentLender’s account but have not yet been paid). Any assignment assignment, delegation or other transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d9.04(c). If an assignment or transfer does not include an . (iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount outstanding from (and stated interest) of the Loans and LC Disbursements owing to, each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required Lender pursuant to the terms hereof from time to time under (the Dutch Financial Markets Supervision Act “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Issuing Bank or any Lender, at any reasonable time and from time to time upon reasonable prior notice. (Wet op het financieel toezichtv) Upon receipt by the Administrative Agent of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms required by Section 2.17(f) (unless the assignee shall already be a Lender hereunder), the assignee or transfereeprocessing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, as the case may be, Administrative Agent shall confirm in the relevant accept such Assignment and Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such Borrower that it assignee is an Eligible Assignee. (vi) The words “execution”, “signed”, “signature” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a professional market party (professionele marktpartij) within manually executed signature or the meaning use of such a paper-based recordkeeping system, as applicable, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and Commitment, the Loans and Pre-Funded L/C Deposits (including for purposes of this clause (b), participations in Revolving L/C Obligations and Pre-Funded L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and Commitment, the Loans and Pre-Funded L/C Deposits 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 and Pre-Funded L/C Deposits of the assigning Lender subject to each such assignment (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 1,000,000 with respect to Term Loans and the Pre-Funded L/C Commitments, and $10,000,000 with respect to Revolving Credit Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); provided that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned (including, with respect to any portion of any Revolving Loan Commitment assigned, except that this clause the corresponding obligation to purchase participations in Revolving L/C Obligations pursuant to Section 2.3(b)); (iiiii) (w) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and each Revolving L/C Issuer, (x) any assignment of Pre-Funded L/C Commitments or Pre-Funded L/C Deposits must be approved by the Administrative Agent and each Pre-Funded L/C Issuer, (y) any reduction in any Revolving L/C Issuer Amount for Revolving Letters of Credit must be approved by each Revolving L/C Issuer and (unless an Event of Default has occurred and is continuing) the Borrower, in each case, such approval not to be unreasonably withheld or delayed and (z) any assignment of a Revolving Credit Commitment or obligations to make Revolving Loans (even if to another Lender or an Affiliate of a Lender), so long as no Event of Default has occurred and is continuing, shall require the consent of the Borrower, not prohibit any Lender from assigning all to be unreasonably withheld or delayed unless such assignment is merely increasing the Revolving Credit Commitment of a portion of its rights and obligations among separate tranches on a non-pro rata basisRevolving Credit Lender; and (Civ) 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; provided that (A) only one such fee shall be required in connection with a concurrent assignment by a Lender to one or more Approved Funds, and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.1, 2.133.4, 2.15 3.5, and 10.03 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any term or provision hereof to the contrary notwithstanding, no portion of any Pre-Funded L/C Deposit of any assigning Pre-Funded L/C Lender shall be refunded in connection with any assignment by such Pre-Funded L/C Lender, but instead (A) the applicable Eligible Assignee shall purchase from such assigning Pre-Funded L/C Lender that portion of the Pre-Funded L/C Deposit identified in the applicable Lender Assignment Agreement for such consideration as mutually agreed upon by such parties; and (B) such assigned portion of such Pre-Funded L/C Deposit shall remain on deposit in the Pre-Funded L/C Deposit Account and, upon the effectiveness of such assignment, shall become the Pre-Funded L/C Deposit of such Eligible Assignee. 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 clause(b) clause shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party clause (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, its interests in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (II) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld or delayedwithheld); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assignedany Tranche, except that this clause (iiB) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches under different Tranches on a non-pro rata basis; and; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person or (IV) in the case of an assignment of rights and obligations under the NAIC Tranche, any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank). (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent Loan Servicer or, if “a "Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000 15,000,000 unless each the Loan Servicer (acting at the direction of the Administrative Agent Majority Lenders) and, so long as no Designated Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned, except it being understood that this clause non-pro rata assignments of or among any of the Commitments and Loans are not permitted; (iiiii) shall any assignment of a Commitment or Loan must be approved by the Loan Servicer (acting at the direction of the Majority Lenders) and, so long as no Designated Event of Default has occurred and is continuing, the Borrower (such consent not prohibit to be unreasonably 92 withheld or delayed) unless the Person that is the proposed assignee is an Eligible Assignee); (iv) so long as Fortis is the Loan Servicer, any Lender from assigning assignment by Fortis or any of its Affiliates of all or a portion of its rights Commitments or Loans that would result in Fortis and obligations among separate tranches on a non-pro rata basisits Affiliates holding in aggregate less than twenty percent (20%) of the Aggregate Commitments, or, if the Commitments are not then in effect, the aggregate Loan outstanding, shall require, so long as no Designated Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld or delayed); and (Cv) the parties to each assignment shall execute and deliver to the Administrative Agent Loan Servicer an Assignment and Assumption, together with a processing and recordation fee of (i) with respect to any Lender on the Closing Date, $500 or (ii) with respect to any other Lender, $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent Loan Servicer an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower); provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed); ; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except ; (iii) any assignment of a Commitment must be approved by Agent unless the Person that this clause is the proposed assignee is itself a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations among separate tranches on a non-pro rata basis; and (Civ) 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, 3,500 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower); provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments and the Loans at the time owing to it or it, and except in the case of an assignment to a any Lender or an Affiliate of a Lender or an Approved Fund with respect to a any Lender, the aggregate amount of the Commitment Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is Commitments are not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (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 $5,000,000 unless each of the Administrative Agent and250,000 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); ; (Bii) 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 the Loan Loans or the Commitment Commitments assigned; (iii) so long as no Event of Default has occurred and is continuing, except 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 this clause is the proposed assignee is itself a Lender or an Affiliate of a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights the proposed assignee would otherwise qualify as an Eligible Assignee); and obligations among separate tranches on a non-pro rata basis; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with with, unless the Administrative Agent shall otherwise agree, a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04(c)10.6, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.1, 2.133.4, 2.15 3.5, and 10.03 10.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request and following the delivery to the Administrative Agent of the original Note issued to the assignor Lender, if any, the Borrower (at its expense) shall execute and deliver a replacement Note to the assignee Lender. Any assignment or transfer by a any Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act10.6.

Assignments by Lenders. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (no such consent not to by Holdings shall be unreasonably withheld or delayed) of: required (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an any such assignment by any Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund with respect to a another Lender, or (B) if, at the aggregate amount time of the Commitment (which for this purpose includes Loans outstanding thereunder) orsuch assignment, if the applicable Commitment is not then in effect, the principal outstanding balance an Event of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Incipient Default has occurred and is continuing, the Administrative Borrower otherwise consent ; (each ii) any such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made as an assignment of by a proportionate part of all Lender in such manner that the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a same portion of its rights Revolving Credit Loans, its Note, its Commitment and obligations among separate tranches on a non-pro rata basisits participation in the Letters of Credit is assigned to the assignee; and and (Civ) 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 Assigneeassignee, if it shall not be already a Lender, shall deliver agree to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible 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 assigned by such Assignment consent of the Agent and Assumptionthe Letter of Credit Issuer), have the obligations, rights and obligations benefits of a Lender under this Agreementhereunder 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 assignee); and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all share of the assigning Lender’s rights Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Acthereunder so assigned.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection 10.1B, participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bi) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause ; (ii) shall any assignment of a Revolving Loan Commitment must be approved by (a) unless the proposed assignee is itself a Lender (whether or not prohibit any Lender from assigning all the proposed assignee would otherwise qualify as an Eligible Assignee), the Administrative Agent and the L/C Issuer (such approval not to be unreasonably withheld), and, (b) unless the proposed assignee would otherwise be an Eligible Assignee or a portion unless an Event of its rights Default has occurred and obligations among separate tranches on a non-pro rata basisis continuing, Borrower (such approval not to be unreasonably withheld); and (Ciii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAgreement, together with a processing and recordation fee of $3,500in the amount, if any, required as set forth in Schedule 10.1, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection 10.1C, from and after the effective date specified in each Assignment and AssumptionAgreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and AssumptionAgreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and AssumptionAgreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12subsections 2.6D, 2.132.7, 2.15 3.6 and 10.03 10.2 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.subsection 10.1D.

Assignments by Lenders. Each Lender may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Letters of Credit with the consent of Holdings, the Agent and the Letter of Credit Issuer, which consent shall not be unreasonably withheld; provided that (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (no such consent not to by Holdings shall be unreasonably withheld or delayed) of: required (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an any such assignment by any Lender to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a another Lender or an Affiliate of a Lender or an Approved Fund with respect to a another Lender, or (B) if, at the aggregate amount time of the Commitment (which for this purpose includes Loans outstanding thereunder) orsuch assignment, if the applicable Commitment is not then in effect, the principal outstanding balance an Event of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Incipient Default has occurred and is continuing, the Administrative Borrower otherwise consent ; (each ii) any such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be in an amount at least equal to $5,000,000, unless such partial assignment is to another Lender; (iii) each such assignment shall be made as an assignment of by a proportionate part of all Lender in such manner that the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a same portion of its rights Revolving Credit Loans, its Note, its Commitment and obligations among separate tranches on a non-pro rata basisits participation in the Letters of Credit is assigned to the assignee; and and (Civ) 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 Assigneeassignee, if it shall not be already a Lender, shall deliver agree to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible 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 assigned by such Assignment consent of the Agent and Assumptionthe Letter of Credit Issuer), have the obligations, rights and obligations benefits of a Lender under this Agreementhereunder 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 assignee); and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumptionassignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all share of the assigning Lender’s rights Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Acthereunder so assigned.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 1,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, except the Swingline Lender and the Revolver Issuing Lender unless the Person that this clause is the proposed assignee is itself a Lender with a Revolving Credit Commitment (iiwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) shall any assignment of a Stand-Alone L/C Commitment must be approved by the Administrative Agent and each Stand-Alone Issuing Lender unless the Person that is the proposed assignee is itself a Lender (whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Cv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04(c)13.10, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.124.14, 2.134.15, 2.15 4.16, 4.17 and 10.03 13.2 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 clause(b) paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act13.10.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 13.2.1, participations in LC Obligations and in Swingline Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s (a) Tranche A Revolver Commitment and the Tranche A Revolver Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Tranche A Revolver Commitment (which for this purpose includes Tranche A Revolver Loans outstanding thereunder) or, if the applicable Tranche A Revolver Commitment is not then in effect, the principal outstanding balance of the Tranche A Revolver Loans of the assigning Tranche A Lender subject to each such assignment (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 10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed) and (b) Tranche A-1 Revolver Commitment and Tranche A-1 Revolver Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Tranche A-1 Revolver Commitment (which for this purpose includes Tranche A-1 Revolver Loans outstanding thereunder) or, if the Tranche A-1 Revolver Commitment is not then in effect, the principal outstanding balance of the Tranche A-1 Revolver Loans of the assigning Tranche A-1 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 (x) with respect to each Tranche A-1 Lender party to this Loan Agreement as of the Closing Date, $1,000,000 and (y) with respect to all other Tranche A-1 Lenders, $5,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such applicable minimum amount has been met under this Section 13.2.1(i); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Loan Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit apply to rights in respect of Swingline Loans; (iii) any assignment of a Commitment must be approved by Agent, the Issuing Bank and the provider of Swingline Loans (with each such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender from assigning all (whether or a portion of its rights and obligations among separate tranches on a non-pro rata basisnot the proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with Assumption and 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 Questionnaire5,000. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)13.2, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementLoan Agreement (provided, however, that notwithstanding the foregoing, any Second Lien Agent, Second Lien Lender or Second Lien Affiliate who is an assignee shall be subject to Section 14.1.4) and shall not be deemed to be a “Lender” for any such purpose), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Loan Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.4, 2.133.6, 2.15 3.7, 3.9, 5.8, 5.9 and 10.03 14.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at the Borrowers’ expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Loan Agreement that does not comply with this clause(b) subsection shall be treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act13.3.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Aa) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Term Loans, as the case may be, at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans Term Loans, outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance Principal Balance of the Term Loans of the assigning Lender subject to each such assignment (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 Administrative Borrower otherwise consent 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, however, that if the Borrower shall fail to respond to a request for the Borrower’s consent to a proposed assignment (if the Borrower’s consent thereto is required hereunder) within fifteen (15) Business Days, the Borrower shall be deemed to have consented thereto; (Bb) each partial assignment of Commitments and Term Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Loan Agreement with respect to the Loan Term Loans or the Commitment assigned, except ; (c) any assignment of a Commitment must be approved by the Administrative Agent unless the Person that this clause is the proposed assignee is itself a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Cd) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5003,500.00 (provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans participations in L/C Obligations at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans L/C Borrowings 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 L/C Borrowings outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans L/C Borrowings of the assigning Lender subject to each such assignment (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 Administrative Borrower SALIC otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan L/C Borrowings or the Commitment assigned, except ; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the L/C Issuer (such approval not to be unreasonably withheld or delayed) unless the Person that this clause is the proposed assignee is itself a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,5002,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, and 10.03 11.04 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 clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A1) 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 (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 Administrative Borrower Company otherwise consent 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, 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 fifteen (15) Business Days after having received notice thereof. (B2) each partial assignment shall be made as an any assignment of a proportionate part Commitment must be approved by the Administrative Agent, such approval not to be unreasonably withheld or delayed, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of all a Lender (whether or not the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisproposed assignee would otherwise qualify as an Eligible Assignee); and (C3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments, its interests in Letters of Credit and the Loans at the time owing to it) with the prior written consent (each such consent not to be unreasonably withheld or delayed) of: (A) the Administrative BorrowerCompany; provided that no consent of the Administrative Borrower Company shall be required for an assignment to (I) a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (II) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)continuing, any other assignee; and provided, further further, that the Administrative Borrower Company shall be deemed to have consented to any such assignment requiring its consent under this clause (A) unless it shall object thereto by written notice to the Administrative Agent within ten (10) 15 Business Days after having received written notice thereof;; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentLender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderapplicable Commitment, the aggregate amount of the such 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 DateAgent) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Company (except if an Event of Default has occurred and is continuing, ) and the Administrative Borrower Agent otherwise consent (each such which consent shall not to be unreasonably withheld withheld, conditioned or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws; and (E) no such assignment shall be made to (I) the Company or any of the Company’s Affiliates or Subsidiaries, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this subclause (II), (III) a natural person or a corporation, limited liability company, trust or other entity owned, operated or established for the primary benefit of a natural person and/or family members or relatives of such person or (IV) any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank). (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 2.14 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party paragraph (c) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, If any Lender may at any time assign to one or more assignees assigns all or a portion any of its rights and obligations benefits under this Agreement the Senior Finance Documents in accordance with Clause 21.4 (including all or a portion of its Commitment Assignment and Transfer by Lenders), then, unless and until the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) ofassignee has delivered: (Aa) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Intercreditor Agent within ten (10which the Intercreditor Agent shall promptly copy to the Company and the other Senior Secured Creditors) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent confirming in favour of the Administrative Agent Senior Secured Creditors that it shall be required for under the same obligations towards each of them as it would have been under if it had been an assignment of any Revolving Commitment to an assignee that is original party hereto as a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this relevant Facility Agreement as a sale by such Hotel Facility Lender, Project Facility Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 Revolving Credit Facility Lender (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be); and (b) a duly completed Finance Party Accession Undertaking executed by such Lender, such assignee, the Intercreditor Agent and all other parties hereto acting through the Intercreditor Agent for this purpose (the authority for which is hereby conferred on the Intercreditor Agent and which the Intercreditor Agent shall confirm in promptly deliver to the relevant Assignment Security Agent), (whereupon such assignee shall become a party hereto as a “Lender” or thereto as a “Hotel Facility Lender”, “Project Facility Lender” or “Revolving Credit Facility Lender”), the Company and Assumption the Senior Secured Creditors shall not be obliged to recognise such assignee as having the rights against each of them which it would have had if it had been such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Acthereto or thereto.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) 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 (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 Administrative Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayeddelayed and the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof); 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; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement with respect to the Loan Loans or the Commitment assigned, except ; (iii) any assignment of a Commitment must be approved by the Administrative Agent and each L/C Issuer unless the Person that this clause is the proposed assignee is itself a Lender (ii) shall whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Civ) 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 $3,500in the amount, if any, required as set forth in Schedule 11.3, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.9, 2.133.12, 2.15 3.13, 3.14, and 10.03 11.5(b) with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this clause(b) subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the ArrangersArranger), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5.0 million unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; and (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans (including for purposes of this subsection (b), any Participation Interests in the Letters of Credit and Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of); provided, however, that: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at of the time applicable Class, as the case may be, owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender that is not a Private Equity Affiliate or an Approved Fund with respect to a LenderFund, (A) the aggregate amount of the Revolving Commitment (which for this purpose purposes includes Revolving Loans outstanding thereunder) or, if the applicable Commitment is Revolving Commitments are not then in effect, the principal outstanding balance of the Revolving Loans of the assigning Lender subject to each such assignment (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 2,500,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Administrative Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed) and (B) the aggregate amount of any Term B Loans of an assigning Lender subject to each such assignments, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Lenders’ rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit apply to rights in respect of Swing Line Loans; (a) any assignment of a Revolving Commitment must be approved by the Borrower (except in the event of an Event of Default), the Administrative Agent, the L/C Issuers and the Swing Line Lender, unless the proposed assignee is itself a Lender from assigning all with a Commitment in respect of the applicable Commitment, an Affiliate of such Lender or an Approved Fund that is not a portion Private Equity Affiliate; and (b) any assignment of its rights a Term B Loan must be approved by the Administrative Agent and obligations among separate tranches on so long as no Event of Default has occurred and is continuing, the Borrower, which approvals shall not be unreasonably withheld, and which shall not be required if the proposed assignee is itself a non-pro rata basisLender with a Term B Loan, an Affiliate of such Lender or an Approved Fund that is not a Private Equity Affiliate; and (Civ) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that (a) no such fee shall be payable for assignments to an Affiliate or Approved Fund of such assigning Lender and (b) the Eligible AssigneeAdministrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall is not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.123.01, 2.133.04, 2.15 3.05, 10.04 and 10.03 10.18 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d)subsection (d) of this Section. If an Notwithstanding the foregoing, there shall be no assignment of Revolving Commitments or transfer does not include an amount outstanding from each Borrower which is a Dutch Term Commitment or a Term Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such ActCompetitor.

Assignments by Lenders. (i) Subject to the conditions set forth in clause subsection (b)(ii) below, at any time on or after the Permitted Syndication Date, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, whose consent shall not be unreasonably withheld, conditioned or delayed; provided that (1) such consent shall be deemed granted should the Borrower fail to respond within five (5) Business Days upon receipt of a notice of such assignment and (2) should the Borrower not give such consent, the Borrower shall provide to the Administrative BorrowerAgent and the Lender requesting such assignment its specific reasons for such disapproval; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a LenderLender that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business (and which is not engaged in the business of acquiring direct or indirect ownership interests in commercial real estate projects), an Approved Fund Eligible Assignee or, if a Specified Event of Major Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers)exists, any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;and (B) the Administrative Agent; provided that no , whose consent of the Administrative Agent shall not be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignmentunreasonably withheld, an Affiliate of a Lender conditioned or an Approved Fund; and (C) the Issuing Bank and the Swingline Lenderdelayed. (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 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 LenderLoan, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans or 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 DateAgent) shall not be less than $5,000,000 10,000,000 unless each of the Borrower and the Administrative Agent and, so long as otherwise consent; provided that no Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to of the Borrower shall be unreasonably withheld or delayed)required if a Major Default exists; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; andAgreement; (C) if the assigning Lender (or its Affiliate) is a counterparty under a Wxxxx Fargo Hedge Agreement and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Wxxxx Fargo Hedge Agreement to the Assignee or another Lender (or Affiliate thereof); (D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and 4,500; and (E) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. . (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b)(iv) of this Section 10.04(c)14.07, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, except in connection with any assignment to an Affiliate of such Lender, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this AgreementAgreement (except in connection with any such assignment to an Affiliate of such Lender), such Lender shall cease to be a party hereto) hereto but shall continue to be entitled to the benefits of Sections 2.125.01, 2.135.05, 2.15 5.06 and 10.03 14.04); provided, however, that in no event shall such assigning Lender be released with respect to facts and circumstances occurring any defaults by or liabilities of such Lender under the Loan Documents which accrued 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 clause(b) Section 14.07 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 (c) of this Section 10.04(d). If an assignment or transfer does not include an 14.07. (iv) The Administrative Agent shall maintain at its Principal Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount outstanding from of the Loan owing to, each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required Lender pursuant to the terms hereof from time to time under (the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the assignee or transfereeAdministrative Agent, as and the case Lenders may be, shall confirm treat each Person whose name is recorded in the relevant Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Administrative Agent shall record all entries in the Register promptly upon their being effected. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire, the processing and recordation fee referred to each in subsection (b) of this Section 14.07 and any written consent to such Borrower that assignment required by subsection (b) of this Section 14.07, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it is a professional market party (professionele marktpartij) within has been recorded in the meaning of such ActRegister as provided in this subsection.

Assignments by Lenders. (ia) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of), provided that: (Ai) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for except if an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 US$10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Administrative Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (Bii) 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 Agreement; (iii) any assignment must be approved by each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Loan Person that is the proposed assignee is itself already a Lender; (iv) any assignment must be approved by the Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the Commitment assignedproposed assignee is itself already a Lender, except or (B) the proposed assignee is a bank whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Xxxxx’x Investor Services Inc., Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. and Dominion Bond Rating Service Limited, respectively; (v) any assignment must be approved by the Borrowers (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender or a Default has occurred and is continuing; provided that this clause (ii) the Parties acknowledge and agree that the consent of the Borrowers’ shall not prohibit be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender from assigning all or where as a portion result of its rights and obligations among separate tranches on a non-pro rata basissuch assignment any withholding taxes would be exigible in respect of such Foreign Lender; and (Cvi) 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, US$3,500 and the Eligible Assignee, if it shall is not be a Lender, shall deliver to any administrative questionnaire required by the Administrative Agent an Administrative Questionnaire. Agent. (b) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)11.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this AgreementAgreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.1213.8, 2.1313.9 and 13.10, 2.15 and 10.03 shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring prior to before 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 clause(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 10.04(d)11.4. If Any payment by an assignee to an assigning Lender in connection with an assignment or transfer does shall not include an amount outstanding from each be or be deemed to be a repayment by a Borrower which is or a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time new Advance to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such ActBorrower.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;that (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) ), shall not be less than $5,000,000 2,500 unless each of the Administrative Agent andAgent, and so long as no Event of Default has occurred and is continuing, the Administrative Borrower Borrower, otherwise consent consents (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan 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 tranches on a non-pro rata basis; and; (Ciii) the consent of the Agent is required for any assignment of a Commitment or the Loans, unless the Person that is 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 in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (v) no such assignment shall be made to the Borrower, any of the Borrower’s Affiliates, Subsidiaries or Related Persons or to a natural person. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.123.9, 2.1310.4, 2.15 and 10.03 10.5 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(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 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party subsection (d) of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Actthis Section.

Assignments by Lenders. (i) Subject to the conditions set forth in clause (b)(ii) below, any Any Lender may at any time assign to one or more assignees Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:); provided that (A) the Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assignee; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (Ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 5,000,000, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (Bii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned; (iii) any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent, except the Swingline Lender and the Revolver Issuing Lender unless the Person that this clause is the proposed assignee is itself a Lender with a Revolving Credit Commitment (iiwhether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) shall any assignment of a Stand-Alone L/C Commitment must be approved by the Administrative Agent and each Stand-Alone Issuing Lender unless the Person that is the proposed assignee is itself a Lender (whether or not prohibit any Lender from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basisthe proposed assignee would otherwise qualify as an Eligible Assignee); and (Cv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 10.04(c)13.10, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.124.14, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.4.15,

Assignments by Lenders. (i) Subject to the conditions set forth in clause paragraph (b)(ii) below, any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Administrative Borrower; , provided that no consent of the Administrative Borrower shall be required (i) for an assignment to a Lender, an Affiliate of a Lender, Lender or an Approved Fund or, or (ii) if a Specified an Event of Default has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arrangers), any other assigneecontinuing; provided, further that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a assignment of the entire remaining amount of the assigning Lender's Commitment, 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 DateAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent and, so long as otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing, the Administrative Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Commitment assignedAgreement, except provided that this clause (ii) shall not prohibit any Lender from assigning all or a portion apply to rights in respect of its rights and obligations among separate tranches on a non-pro rata basis; andoutstanding Competitive Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and ; and (D) the Eligible Assigneeassignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. . (iii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.04(c)paragraphs (b)(iv) and (v) of this Section, from and after the effective date specified in each Assignment and Assumption, Assumption the Eligible Assignee 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 a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d). If an assignment or transfer does not include an amount outstanding from each Borrower which is a Dutch Loan Party of at least € 100,000 (or its equivalent in other currencies) (or such other amount as may be required from time to time under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), the assignee or transferee, as the case may be, shall confirm in the relevant Assignment and Assumption to each such Borrower that it is a professional market party (professionele marktpartij) within the meaning of such Act.'s rights