Common use of Assignments by Lenders Clause in Contracts

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any unless (A) such assignment in respect of a revolving facilityis made to an existing Lender, to an Affiliate thereof, or $1,000,000to an Approved Fund, in the which case of any assignment in respect of a term facilityno minimum amount shall apply, unless or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment (A) the consent of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless shall be required for any assignment in respect of the Credit Facility if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, (B) the proposed assignee is itself already a consent of each Issuing Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless:shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 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 acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have 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 4.8, 4.9, 4.10, 4.11 and 13.3 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 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.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Accommodations Outstanding at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunderAccommodations Outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Accommodations Outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than U.S. $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the applicable Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 Accommodations Outstanding or the Commitment assigned, except that this clause (iiSection 16.01(2)(b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Documentary Credit Lenders (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditRevolving Credit Commitment; (ivd) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:unless the proposed assignee is itself already a Lender, an Affiliate of a Lender or an Approved Fund; (e) any assignment must be approved by each applicable Borrower, such approval not to be unreasonably withheld or delayed (provided that the applicable Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof), unless the proposed assignee is itself already a Lender with the same type of Commitment or an Affiliate of a Lender or an Approved Fund or if an Event of Default has occurred and is continuing; and if the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (other than in the case of multiple contemporaneous assignments by a Lender to affiliate funds or Approved Funds, in which case only one such fee shall be payable), which fee shall not be for the account of the Loan Parties, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (f) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the applicable Borrower and the Administrative Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), and 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 Advances and participations in Documentary Credits and Swing Line Advances in accordance with its pro rata share; provided that 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 paragraph (3) 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 with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Credit Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (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 Article 9 and Article 15, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by any Borrower or a new Accommodation to any Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any unless (A) such assignment in respect of a revolving facilityis made to an existing Lender, to an Affiliate thereof, or $1,000,000to an Approved Fund, in the which case of any assignment in respect of a term facilityno minimum amount shall apply, unless or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment (A) the consent of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless shall be required for any assignment in respect of the Credit Facility if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender, (B) the proposed assignee is itself already a consent of each Issuing Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless:shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding) and (C) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Credit Facility; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 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 acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have 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 4.8, 4.9, 4.10, 4.11 and 14.3 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 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.

Assignments by Lenders. Any With the prior written consent of the Administrative Agent, and, other than (x) during the continuance of an Event of Default or (y) in the case of an assignment to an existing Lender, or an Affiliate of the assigning Lender that is of similar credit quality as such assigning Lender, the Borrowers (such consents not to be unreasonably withheld), any Lender may (at its expense) at any time assign to one or more Eligible Assignees all (an “Assignee”) all, or a portion proportionate part of all (in a constant, not varying, percentage), of its rights and obligations under this Agreement (including all or a portion of its Commitment Credit Agreement, and the Loans at the time owing such Assignee shall assume such rights and obligations, pursuant to it)an Assignment and Acceptance Agreement; provided that: (i) except if an Event of Default has occurred and is continuing or in the case of this Section 12.11(c) shall not restrict an assignment of the entire remaining amount of or other transfer by any Lender to a Federal Reserve Bank, but no such assignment to a Federal Reserve Bank shall release the assigning Lender’s Commitment and the Loans at the time owing to it or Lender from its obligations hereunder; (ii) except in the case of an assignment to a Lender another Lender, or an Affiliate the assignment of all of a Lender or Lender’s rights and obligations under this Credit Agreement, any assignment shall be in a minimum amount of $10,000,000 unless otherwise consented to by the Administrative Agent, and, other than during the continuance of an Approved Fund with respect to a LenderEvent of Default, the aggregate amount of Borrowers; (iii) the Commitment being assigned assignee shall deliver to the Borrowers and the Administrative Agent any documentation required pursuant to Section 4.1(f); (which for this purpose includes Loans outstanding thereunderiv) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject parties to each such assignment (determined as of the date the Assignment shall execute and Assumption with respect to such assignment is delivered deliver to the Administrative Agent or, if “Trade Date” is specified in the an Assignment and AssumptionAcceptance Agreement and pay to the transferor Lender an amount equal to the purchase price agreed between such transferor Lender and such Assignee, as and the transferor Lender shall deliver payment of a Processing and Recordation Fee to the Administrative Agent; (v) notwithstanding anything in this Section to the contrary, it shall be reasonable for the Borrowers to decline consent to an assignment to a Lender which does not agree to waive its rights under Section 5.3 of this Credit Agreement; and (vi) the consent of the Trade Date) shall not be less than $5,000,000, in the case Letter of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount Credit Issuer (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (ii) shall not prohibit required for any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:assignment.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or their Affiliates up to 45 days after the Closing Date or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case an integral multiple of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01 (a), (b), (g) or (h) has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed)) and, with respect to the Borrower, such consent shall be deemed given if no objection is made by the Borrower within five Business Days after notice of the proposed assignment; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent an Assignment and Assumption, together with (except in the case of any such approval assignments by the Arrangers or the Bookrunners or their respective Affiliates) a processing and recordation fee of $3,500 (provided that only one such fee shall be imposed in the case of simultaneous assignments by related Approved Funds or Affiliates of the assigning Lender), and the Eligible Assignee, if it shall not be a Lender, shall deliver to be unreasonably withheld or delayed) unless:the Administrative Agent an Administrative Questionnaire; and

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion Section 9.06(b) of its rights and obligations under this the Credit Agreement is hereby amended by: (a) amending the parenthetical “(including all or a portion of its Commitment and the Loans at the time owing to it); provided that” in the first sentence therein to read in its entirety as follows: “(including all or a portion of its Commitment and the Loans and participations in Letters of Credit and Swing Line Loans at the time owing to it)”; (b) amending paragraphs (i) and (ii) thereof to read in their entirety as follows: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans and participations in Letters of Credit and Swing Line 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 being assigned (which for this purpose includes Loans outstanding thereunderused and unused) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans and participations in Letters of Credit and Swing Line 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 the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityexcess thereof, unless each of the Administrative Agent and, so long as no unless an Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement under both Tranches with respect to the Loan Loans and participations in Letters of Credit and Swing Line 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 credits on a non-pro rata basis;”; (c) replacing the period at the end of paragraph (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender thereof with a Commitment under that credit“; and”; (d) adding the following new paragraph (iv) any assignment must be approved by the Administrative Agent immediately after clause (such approval not to be unreasonably withheld or delayediii) unlessthereof:

Assignments by Lenders. Any Lender may at any time assign to one (1) or more 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 and in Swingline Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, (A) in the case of any assignment in respect of a revolving facilityRevolving Commitments and Revolving Loans, or $1,000,0005.0 million, and (B) in the case each of any assignment the Term Loans, $1.0 million, unless, in respect of a term facilityeach case, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed), 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; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Dollar Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Loan or Dollar Revolving Loans and the Dollar Revolving 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 credits on a non-pro rata basisSwingline Loans; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Approved Currency Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Approved Currency Revolving Loans and the Approved Currency Revolving Commitment assigned; (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Term Loan Lender’s rights and obligations under this Credit Agreement with respect to the Term Loans or Term Loan Commitment assigned (v) any assignment of (A) a Dollar Revolving Commitment relating to a credit under which Letters of Credit may be issued and Dollar Revolving Loans must be approved by any Issuing Bank the Administrative Agent, the L/C Issuer and the Swingline Lender and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed) unless ); provided that the Person that is Borrower’s approval shall not be required if the proposed assignee is itself already a Lender, an Affiliate of a Lender with a or an Approved Fund; (B) an Approved Currency Revolving Commitment under that credit; (iv) any assignment and Approved Currency Revolving Loans must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall not be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund and (C) unless:the Term Loans must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that no approval shall be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; and (vi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire and (B) deliver to the 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 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 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to itit (provided, however, that 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 any related Commitments)); provided that: (i) [Reserved]; (ii) in the case of assignments of Revolving Loans or Revolving Commitments, such assignment (except if in the case of assignments made by or to any Arranger), shall be consented to by each of the Company, Agent, any Issuing Bank and the Swing Line Lender (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Company, required at any time an Event of Default has shall have occurred and is then be continuing or in the case of an such 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 is to a Lender or Lender, an Affiliate of a Lender or an Approved Fund Fund); provided that (A) the Company shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $2,500,000 with respect to a the assignment of the Revolving Commitments and the Revolving Loans, (x) such lesser amount as agreed to by the Company, the Agent, any Issuing Bank and the Swing Line Lender, (y) the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed);Lender (iiiii) 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 assignedassigned under the Facilities, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits under the Facilities on a non-pro rata basis; (iiiiv) any the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption; such Assignment and Assumption to be (A) electronically executed and delivered to the Agent via an electronic settlement system then acceptable to the Agent (or, if previously agreed with the Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Agent in its sole discretion; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire, in the form prescribed by the Agent. Subject to acceptance and recording thereof by the Agent pursuant to Section 10.07(d), 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 Commitment relating Lender under this Agreement, (provided that, with respect to a credit 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 which Letters 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 Credit may the interest assigned by such Assignment and Assumption, be issued must be approved by any Issuing Bank 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 approval not Lender shall cease to be unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 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 delayed) unless the Person that is the proposed assignee is itself already transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a Commitment under that credit; (iv) any assignment must be approved sale by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

Assignments by Lenders. Any Lender may at any time assign to one (1) or more 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 and in Swingline Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 $5,000,0005.0 million, in the case of any assignment in respect of a revolving facilityunless, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed), 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; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Loan or Revolving Loans and 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 Swingline Lender’s rights and obligations among separate credits on a non-pro rata basisin respect of Swingline Loans; (iii) [intentionally omitted]; (iv) [intentionally omitted]; (v) any assignment of a Revolving Commitment relating to a credit under which Letters of Credit may be issued and Revolving Loans must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayedA) the Administrative Agent, unless the Person that is the proposed assignee is itself already a Lender, an Affiliate of a Lender with a Commitment under that credit; or an Approved Fund, (ivB) any assignment must be approved by the Administrative Agent L/C Issuer and the Swingline Lender and, (C) so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall not be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; (vi) unless: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 (unless waived by the Administrative Agent in its sole discretion and except in the case of an assignment at the request of the Borrower pursuant to Section 11.13), and the Eligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire and (B) deliver to the Borrower and the Administrative Agent the forms required to be delivered pursuant to Section 3.01(e); and (vii) 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 from, 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, the L/C Issuer, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Laws 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 Credit Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this 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 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the 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 subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Accommodations Outstanding at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Accommodations Outstanding at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunderAccommodations Outstanding hereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Accommodations Outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or U.S. $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 Accommodations Outstanding or the Commitment assigned, except that this clause (iiSection 15.01(2)(b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (ivc) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:unless the proposed assignee is itself already a Lender, an Affiliate of a Lender or an Approved Fund; (d) any assignment must be approved by the Borrower, such approval 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 5 Business Days after having received notice thereof), unless the proposed assignee is itself already a Lender with the same type of Commitment or an Affiliate of a Lender or an Approved Fund or if an Event of Default has occurred and is continuing; and if the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of U.S. $3,500 (other than in the case of multiple contemporaneous assignments by a Lender to affiliate funds or Approved Funds, in which case only one such fee shall be payable), which fee shall not be for the account of the Loan Parties, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (e) 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 Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), and 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); provided that 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 paragraph (4) 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 with respect to the interest assigned and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Credit Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (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 Article 8 and Article 14, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Accommodation to the Borrower.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); ) with the prior written consent (such consent not to be unreasonably withheld or delayed, subject as provided thatin clause (A)(y) below) of: (iA) except Borrower; provided that (x) the consent of Borrower shall not be required for an assignment of a Term Loan; (y) the consent of Borrower shall not be required for an assignment of any Revolving Commitment, Revolving Loan or Term Commitment (I) by Royal Bank of Canada or UBS Loan Finance LLC, Stamford Branch, prior to completion of a Successful Syndication (provided that any such assignment shall be made in consultation with Borrower) or (II) if an Event of Default has occurred and is continuing continuing; and (z) the consent of Borrower shall not be required for an assignment of any Revolving Commitment or Revolving Loan to a Lender with a Revolving Commitment immediately prior to giving effect to such assignment; provided that, in addition to the consent rights of Borrower as may be otherwise applicable under this clause (A), a written confirmation of Borrower shall be required for any assignment of Term Commitments, Revolving Commitments or Revolving Loans during the Certain Funds Period for the sole and exclusive purpose of permitting Borrower to confirm that the required consent from its financial advisor for the Transactions has been obtained to the effect that such assignment will not, and could not reasonably be expected to, materially affect or be prejudicial to such financial advisor in its capacity as issuer of the cash confirmation statement contained in the Press Release and the Scheme Circular and/or Offer Document in connection with the Acquisition (it being understood that upon the request of the Lead Arrangers, Borrower shall request such consent promptly and in good faith); (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender; provided that no consent of the Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an any assignment of Terms Loans or 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 $5,000,0005.0 million, in the case of any assignment in respect of a revolving facilityRevolving Loans and/or Revolving Commitments, or $1,000,0001.0 million, in the case of any assignment in respect of a term facilityTerm Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iiB) 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 credits tranches on a non-pro rata basis; (iiiC) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender Administrative Agent an Assignment and Assumption, together with a Commitment under that creditprocessing 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; (ivD) any without the prior written consent of the Administrative Agent, no assignment must shall be approved made to a prospective assignee that bears a relationship to Borrower described in Section 108(e)(4) of the Code; and (E) so long as no Event of Default has occurred and is continuing, without the written consent of Borrower, no assignment may be made to a competitor of Borrower. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld 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 delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment(s) and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 $5,000,0002,500,000, in the case of any assignment in respect of a revolving facilitythe Line of Credit, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Credit, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Credit 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 credits Credit on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters Line of Credit may be issued Commitment must be approved by any Issuing Bank the Administrative Agent, the L/C Issuer and (so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed)) unless the Person that is the proposed assignee is itself already a Lender with a Line of Credit Commitment under that credit;(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must 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 approved 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, 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 8.4 and 10.11 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basis;; · · (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. Notwithstanding anything to the contrary contained in this Section 11.06 or otherwise in this Agreement, assignments, participations and other transfers of GO Bond Term Loans or GO Bonds, or in respect to any other documents, instruments or agreements included in the GO Bond Documents, and rights and obligations thereunder, shall comply in all respects with the applicable terms and conditions of the respective GO Bond Documents and in the event any such term or condition shall conflict with this Section 11.06, such assignment, participation or other transfer shall not be subject to the terms and conditions of this Section 11.06, and in connection with, but not in limitation of, the foregoing, the term “Lender” as used in Sections 11.06(b) — (f) shall in such event exclude any reference to any GO Bond Term Lender and shall be limited to the Revolver Credit Lenders and the term “Loans” as used in Sections 11.06(b) — (f) shall in such event exclude any reference to any GO Bond Term Loan. In furtherance of the foregoing, the parties hereto agree that in such event the Administrative Agent shall have no duties or obligations with respect to any assignments, participations and other transfers of GO Bond Term Loans or GO Bonds, or in respect to any other documents, instruments or agreements included in the GO Bond Documents, and rights and obligation thereunder, and in such event shall not be required to maintain any such transactions in any register it maintains or is otherwise required to maintain in connection with the transactions contemplated by this Agreement. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, subject to the foregoing, its GO Bond Term Loans) (including all or a portion of its Revolving Credit Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each that any such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect subject 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unlessfollowing conditions:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Dollar Commitment and the Loans made by it (including for purposes of this subsection (b), participations in L/C Obligations and in SwingLine Loans at the time owing to it); provided that: (i) The Agent and, in the case of assignments of Revolving Credit Dollar Commitments, the Issuer and the SwingLine Lender, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if 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). (ii) Each partial assignment shall be made as an assignment of a proportionate part of all the Assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Dollar Commitment assigned, as the case may be, except if an Event that this clause (ii) shall not apply to rights in respect of Default has occurred and is continuing or SwingLine Loans. (iii) Except in the case of an assignment of the entire remaining amount of the assigning Assigning Lender’s Revolving Credit Dollar 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 LenderFund, the aggregate amount of the Revolving Credit Dollar Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Dollar Commitment of such Lender is not then in effect, the principal outstanding balance of the Loan Revolving Credit Loans and/or 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 at least $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount 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 (ii) each partial assignment shall be made as or to an assignment of a proportionate part of all the assigning Lender’s rights Eligible Assignee 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 members of its rights and obligations among separate credits on Assignee Group) will be treated as a non-pro rata basis; (iii) any single assignment for purposes of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (determining whether such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit;minimum amount has been met. (iv) The parties to such an assignment shall execute and deliver to the Agent, for recording in the Register, an Assignment and Assumption substantially in the form of EXHIBIT D, annexed hereto, or any assignment must be other form approved by the Administrative Agent (such approval an “Assignment and Assumption”) together with a processing and recordation fee in the amount set forth in SCHEDULE 16.1, and the Eligible Assignee, if it shall not be a Lender, shall deliver to be unreasonably withheld or delayed) unless:the Agent an Administrative Questionnaire.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, (B) no Event of Default has occurred and is continuing, and the assignment is of a Commitment relating to a non-revolving credit that is fully advanced, or (C) 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 Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default has occurred and is continuing; and (vi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in an amount specified elsewhere in this Agreement9 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, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3 and 9, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Loan at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate or Related Fund 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 outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000, 500,000 unless Borrower and the Administrative Agent otherwise consent; (ii) except in the case of any an assignment in respect to a Lender or an Affiliate or Related Fund of a revolving facilityLender, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise must give its prior written consent to a lower amount (each such consent assignment, not to be unreasonably withheld withheld, conditioned or delayed); (iiiii) 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditAgreement; (iv) any except in the case of an assignment must be approved by to an Affiliate, 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; (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (vi) the Borrower's consent shall be required if the assignee is (x) a direct competitor of ExxonMobil (or any Person that owns, directly or indirectly, at least majority of the Capital Stock of any such approval direct competitor) or (y) any Person whose primary investment strategy is purchasing credits of companies in financial distress, including any 119 Bakersfield Refinery – Senior Credit Agreement such Person that is or would reasonably be recognized or categorized as a vulture fund by reputable institutions that are participants in the financial markets; provided further that any consent of Borrower otherwise required under this clause (b) shall not be required if any Event of Default under paragraphs (a), (b) or, solely with respect to Borrower, (f) has occurred and is continuing and shall be deemed given if Borrower has not responded to a request for such consent within five (5) Business Days of the request. Upon acceptance and recording pursuant to Section 10.04(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12 and 10.03). Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04(b) unless: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(f).

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) except Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Sections 8.01(a), (b), (g) or (h) has occurred and is continuing or prior to the completion of the primary syndication of the Commitments and Loans (as determined by the Arranger), any other assignee; provided further that when required, Borrower’s consent shall be deemed to have been given unless Borrower objects to such assignment within five Business Days after receiving notice of such assignment; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of (x) any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the Issuing Bank and the Swingline Lender; provided that no consent of the Issuing Bank or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan. (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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityRevolving Loans and/or Revolving Commitments, or $1,000,000, in the case of any assignment in respect of a term facilityTerm Loans and/or Term Loan Commitments, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iiB) 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 credits tranches on a non-pro rata basis;; and (iiiC) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender Administrative Agent an Assignment and Assumption, together with a Commitment under that credit; processing and recordation fee of $3,500 (iv) any assignment must be approved unless such fee is waived or reduced by the Administrative Agent (acting in its sole discretion)); provided that if an assignment by a Lender is made to an assignee(s) that are not Related Funds of such approval assignor Lender, but is concurrently made to one or more Related Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such assignment, and the each such assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (D) in no event shall any Lender assign any of its rights and obligations under this Agreement to a Disqualified Institution. 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of and be subject to the obligations under 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 delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.04(d).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) 22.2.1 except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $C$5,000,000, in the case of any assignment in respect of a revolving facility, or $C$1,000,000, in the case of any assignment in respect of a term facility, unless ​ ​ each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) 22.2.2 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) Section 22.2.2 shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) 22.2.3 any assignment of a Commitment relating to a credit facility under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) 22.2.4 any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: 22.2.4.1 in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, 22.2.4.2 no Event of Default has occurred and is continuing, and the assignment is of a Commitment relating to a non-revolving credit that is fully advanced, or 22.2.4.3 the proposed assignee is a bank or other financial institution 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; 22.2.5 any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless (i) the proposed assignee is itself already a Lender with the same type of Commitment or the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender or (ii) a Default has occurred and is continuing; 22.2.6 after giving effect to any assignment, the Commitment of and the aggregate principal amount of Loans held by Affiliated Lenders and Affiliated Debt Funds shall not exceed the Affiliated Lender Cap; provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this Section 22.2.6 or any purported assignment exceeding the Affiliated Lender Cap; and 22.2.7 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 an amount equal to C$5,000 and the Eligible Assignee, if it ​ ​ shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and each Assignment and Assumption shall include a representation by the assignee that it is an Eligible Assignee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 22.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (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 ARTICLE 17 and ARTICLE 21, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 22.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, which assignment does not have to be PRO RATA among the Facilities, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) and which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $10,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, which assignment does not have to be PRO RATA among the Facilities, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); provided an Assignment Agreement, PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Swing Line Lender may only assign its Swing Line Commitment and its Swing Line Loans as an entirety and only if the Loans at the time owing to it assignee thereof is or in the case of an assignment to becomes a Lender or an Affiliate of with a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned General Revolving Commitment, (which for this purpose includes Loans outstanding thereunderii) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, or such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $1,000,00010,000,000, (iii) at the time of any such assignment Annex I shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (iv) upon surrender of the old Notes, new Notes will be issued to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.4 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (v) in the case of any assignment in respect of a term facilityclause (y) only, unless each the consent of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise each Issuing Bank shall be required in connection with any such assignment (which consent to a lower amount (each such consent shall not to be unreasonably withheld or delayed);, and (iivi) the Administrative Agent shall receive at the time of each partial such assignment shall be made as (other than an assignment from a Lender to any of a proportionate part of all its Affiliates), from the assigning or assignee 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 payment of its rights and obligations among separate credits on a non-pro rata basis; (iii) any refundable assignment fee of a Commitment relating to a credit under which Letters of Credit may $3,500, and, PROVIDED FURTHER, that such transfer or assignment will not be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless effective until the Person that Assignment Agreement in respect thereof is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 12.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 12.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 12.4(c) would, at the time of such assignment, result in increased costs under section 2.10 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be unreasonably withheld obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). Nothing in this section 12.4(c) shall prevent or delayedprohibit (x) unless:any Lender which is a bank or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (y) in the case of any other Lender, from pledging its Notes or Loans to a trustee or agent for the holders of certificates or Indebtedness issued by such Lender which have a rating from Xxxxx'x or S&P acceptable to the Administrative Agent, acting in its reasonable discretion.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 16.6.2, participations in L/C Obligations, in Swing Line Loans, and in Fronting Loans) at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 applicable Funding Agent (with a copy to Global Administrative Agent Agent) or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than (i) $5,000,0005,000,000 for assignments of Loans or Commitments denominated in Dollars, (ii) EUR 5,000,000 for assignments of Loans or Commitments denominated in Euro, (iii) £5,000,000 for assignments of Loans or Commitments denominated in Sterling, (iv) ¥500,000,000 for assignments of Loans or Commitments denominated in Yen, (v) Cdn$5,000,000 for assignments of Loans or Commitments denominated in Canadian Dollars, (vi) KRW 5,000,000,000 for assignments of Loans or Commitments denominated in KRW, and (vii) the case of amount set forth in any assignment in respect of a revolving facility, or $1,000,000, in the case of Supplemental Tranche for any assignment in respect of a term facilityother currencies, unless each of the Administrative Agent applicable Funding Agent, and, so long as no Event of Default has occurred and is continuing, the Borrower ProLogis otherwise consent to a lower amount 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; (i) Subject to clauses (ii) and (iii) below, each partial assignment under a particular Tranche shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement such Tranche with respect to the Loan Loans or the Commitment assigned, except that this clause (iib) shall not prohibit apply to rights in respect of Swing Line Loans and Fronting Loans; (ii) the assignor and assignee in each partial assignment under a particular Tranche that occurs on or after the Third Amendment Effective Date and prior to the Initial Maturity Date shall specify in the Assignment and Assumption the amounts of the Extended Commitment, the Non-Extended Commitment and the Initial Commitment being assigned; (iii) on or after the Third Amendment Effective Date and prior to the Initial Maturity Date, after giving effect to any Lender from assigning assignment of any Extended Commitment under a Tranche, both the assignor and the assignee will have an Initial Commitment under such Tranche, unless, with respect to the assignor, such assignor assigns all or a portion of its rights Extended Commitment under such Tranche; and obligations among separate credits on (iv) to the extent the assignee in a nonpartial assignment under a particular Tranche that occurs prior to the Initial Maturity Date requests to extend its assumed Non-pro rata basis;Extended Commitment to the Extended Maturity Date, it may do so as an Increasing Lender under Section 8.13, subject to the conditions thereto. (iiic) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued any Tranche must be approved by any Issuing Bank the applicable Funding Agent, each applicable L/C Issuer and the applicable Swing Line Lender (each such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (ivd) to the extent that a Lender is assigning any portion of its Commitment or Loans under more than one Tranche, then such Lender must submit a separate Assignment and Assumption for each Tranche and each such assignment must shall be approved deemed a separate assignment under this Section 16.6; and (e) the parties to each assignment shall execute and deliver to the applicable Funding Agent (with a copy to Global Administrative Agent) an Assignment and Assumption, together with a processing and recordation fee payable to such Funding Agent in the amount (which fee is not an obligation of any Loan Party), if any, required as set forth in Schedule 16.6, and the Eligible Assignee, if it is not a Lender, shall deliver to the applicable Funding Agent (with a copy to Global Administrative Agent) an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative applicable Funding Agent pursuant to Section 16.6.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the 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 approval not Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 9.1, 9.4, 9.5, and 16.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 16.6.4.

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, which does not have to be PRO RATA among the Facilities, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) and which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, which does not have to be PRO RATA among the Facilities, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); provided an Assignment Agreement, PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, or such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $1,000,000, (ii) at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (iii) upon surrender of the old Notes, new Notes will be issued, at the Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (iv) in the case of clause (y) only, the consent of the Administrative Agent and the Joint Lead Arrangers shall be required in connection with any such assignment (which consent shall not be unreasonably withheld or delayed), (v) in the case of any assignment in respect of all or any portion of a term facilityRevolving Commitment to any person, unless each of the Administrative Agent and, so long as no Default has occurred and other than another Lender that is continuingnot a Defaulting Lender, the Borrower otherwise consent to a lower amount of each Letter of Credit Issuer shall be required in connection with any such assignment (each such which consent shall not to be unreasonably withheld or delayed);, and (iivi) the Administrative Agent shall receive at the time of each partial assignment shall be made as an assignment of a proportionate part of all such assignment, from the assigning or assignee 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 payment of its rights and obligations among separate credits on a non-pro rata basis; (iii) any refundable assignment fee of a Commitment relating to a credit under which Letters of Credit may $3,500, and, PROVIDED FURTHER, that such transfer or assignment will not be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless effective until the Person that Assignment Agreement in respect thereof is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 12.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 12.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 12.4(c) would, at the time of such assignment, result in increased costs under section 2.9 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be unreasonably withheld obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). Nothing in this section 12.4(c) shall prevent or delayedprohibit (i) unless:any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) any Lender which is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); , provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans 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 thereunderunder the Commitment) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such the assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAssignment, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Credit, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 credits on a non-pro rata basisAgreement; (iiic) any assignment of a Commitment relating to a credit Credit under which Letters of Credit L/Cs may be issued must be approved by any the Issuing Bank (such approval not to be unreasonably withheld or delayed) in its sole discretion unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditCredit; (ivd) any assignment must be approved by the Administrative Agent (such approval which is not to be unreasonably withheld or delayed) unless: (i) in the case of an assignment of a Commitment relating to the Revolving Credit, the proposed assignee is itself already a Revolving Lender; (ii) no Event of Default has occurred and is continuing, the assignment is of a Commitment relating to the Term Credit, and the Term Credit is fully advanced; or (iii) 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 Dominion Bond Rating Service Limited, respectively; (e) any assignment of a Commitment relating to the Revolving Credit must be approved by the Swing Line Lender in its sole discretion; (f) any assignment must be approved by the Borrowers (which is not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or is an Affiliate of the Assignor or an Event of Default or Pending Event of Default has occurred and is continuing; and (g) the parties to each assignment shall execute and deliver to the Agent an Assignment, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent. (2) Subject to acceptance and recording by the Agent pursuant to Section 10.3, from and after the effective date specified in the Assignment, the Eligible Assignee shall be a Party and, to the extent of the interest assigned by the Assignment, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including the Security, and the assigning Lender shall, to the extent of the interest assigned by the Assignment, be released from its obligations under this Agreement (and, in the case of an Assignment covering all of the assigning Lender’s rights and obligations under this Agreement, it shall cease to be a Party) but shall continue to be entitled to the benefits of Sections 9.19, 9.20 and 11.9, and shall continue to be liable for any breach by it of this Agreement, with respect to facts and circumstances occurring before the effective date of the assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.2 shall be treated for purposes of this Agreement as a sale by that Lender of a participation in those rights and obligations in accordance with Section 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrowers or a new Advance to the Borrowers.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, (B) no Event of Default has occurred and is continuing, and the assignment is of a Commitment relating to a non-revolving credit that is fully advanced, or (C) 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 Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender with the same type of Commitment or a Default has occurred and is continuing; and (vi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in an amount specified elsewhere in this Agreement(10) 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, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3 and 9, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including with respect to all or a portion of its Commitment Revolving Credit Commitment(s) and the Loans at the time owing to it); provided that. (ii) Assignments shall be subject to the following additional conditions: (iA) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan 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 such Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Facility, or less than $1,000,000250,000, in the case of any assignment in respect of a term facilityany Term Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two (2) or more Approved Funds) unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iiB) 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 Facility or the Revolving Credit Commitment assigned, except that this clause (iiB) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Facilities on a non-pro rata basis; (iiiC) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender Administrative Agent an Assignment and Assumption, together with a Commitment under that credit; processing and recordation fee of $3,500 (iv) any assignment must be approved unless otherwise waived or reduced by the 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 in a form supplied by the Administrative Agent and completed by such Eligible Assignee; and (D) the Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 3.4(a) prior to the assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 11.3, 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 approval not Assignment and Assumption, shall become a Lender hereunder and 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Section 3.3, Section 3.4, 11.4 and 11.5 and subject to any obligations hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, optional redemption or delayed) unless:any other provisions hereof, it being understood that, notwithstanding anything to the contrary elsewhere in this Credit Agreement, immediately upon receipt by the Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and no longer outstanding for any purpose under this Credit Agreement, including without limitation, Section 11.12, and in no event shall the Borrower have any rights of a Lender under this Credit Agreement or any other Fundamental Document.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Borrower, otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); , unless the Administrative Agent otherwise consents; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's Loans and Commitments, and rights and obligations under this Agreement with respect to the Loan or the Commitment thereto, 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 credits on a non-pro rata basis; Swing Line Loans; (iii) any assignment of a Revolving Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Administrative Agent, the L/C Issuer and the Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower (such approval consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, and, with respect to any assignment must be approved not between a Lender and its Affiliate, the Eligible Assignee shall deliver to the Administrative Agent a recordation fee of $2,500 together with an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one (1) or more 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 and in Swingline Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, (A) in the case of any assignment in respect of a revolving facilityRevolving Commitments and Revolving Loans, or $1,000,0005.0 million, and (B) in the case each of any assignment the Term Loans, $1.0 million, unless, in respect of a term facilityeach case, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed), 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; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Dollar Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Loan or Dollar Revolving Loans and the Dollar Revolving 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 credits on a non-pro rata basisSwingline Loans; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Approved Currency Revolving Lender’s rights and obligations under this Credit Agreement with respect to the Approved Currency Revolving Loans and the Approved Currency Revolving Commitment assigned; (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Term Loan Lender’s rights and obligations under this Credit Agreement with respect to the Term Loans or Term Loan Commitment assigned (v) any assignment of (A) a Dollar Revolving Commitment relating to a credit under which Letters of Credit may be issued and Dollar Revolving Loans must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swingline Lender, unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; Lender, and, so long as no Event of Default has occurred and is continuing, the Borrower (iv) any assignment must be approved by the Administrative Agent (each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall not be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; (B) unless:an Approved Currency Revolving Commitment and Approved Currency Revolving Loans must be approved by the Administrative Agent unless the Person that is the proposed assignee is itself a Lender, and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that the Borrower’s approval shall not be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund and (C) the Term Loans must be approved by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that no approval shall be required if the proposed assignee is a Lender, an Affiliate of a Lender or an Approved Fund; and (vi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (unless waived by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a Lender, shall (A) deliver to the Administrative Agent an Administrative Questionnaire and (B) deliver to the 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 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 3.01, 3.04, 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply with this subsection shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) that is not a Defaulting Lender and that is a commercial bank, financial institution or other “accredited investor” (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $1,000,000 (or, in the case of the first sixty days following the Closing Date, equal to at least $500,000 and in $100,000 increments thereto) in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); an Assignment Agreement, provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $5,000,000; (ii) the Swing Line Lender may only assign its Swing Line Revolving Commitment and its Swing Line Revolving Loans as an entirety and only if the assignee thereof is or $1,000,000becomes a Lender with a General Revolving Commitment; (iii) at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders; (iv) upon surrender of the old Notes, new Notes will be issued to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.6 (with appropriate modifications) to the extent needed to reflect the revised Commitments; (v) in the case of clause (y) only, the consent of the Administrative Agent shall be required in connection with any such assignment in respect (which consent shall not be unreasonably withheld or delayed); (vi) the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a term facility, unless each non-refundable assignment fee of $3,500; and (vii) the Administrative Agent and, so long as no Event of Default has shall have occurred and is be continuing, the Borrower otherwise consent to a lower amount (each such assignment, which consent shall not to be unreasonably withheld withheld; and, provided further, that such transfer or delayed); (ii) each partial assignment shall will not be made as an assignment of a proportionate part of all effective until the assigning Lender’s rights and obligations under this Assignment Agreement with in 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that thereof is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 13.4(c), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 13.4(c) to a person that is not already a Lender hereunder and that is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a section 6.4(b)(ii) Certificate) described in section 6.4(b). To the extent that an assignment of all or any portion of a Lender’s Commitment and related outstanding Obligations pursuant to this section 13.4(c) would, at the time of such assignment, result in increased costs under section 2.10 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be unreasonably withheld obligated to pay any other increased costs of the type referred to above in this sentence resulting from changes after the date of the respective assignment). Nothing in this section 13.4(c) shall prevent or delayedprohibit: (i) unless:any Lender that is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; or (ii) any Lender that is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to itit (provided, however, that 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 any related Commitments)); provided that: (i) [Reserved]; (ii) in the case of assignments of Revolving Loans or Revolving Commitments, such assignment (except if in the case of assignments made by or to any Arranger), shall be consented to by each of the Company, Agent, any Issuing Bank and the Swing Line Lender (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Company, required at any time an Event of Default has shall have occurred and is then be continuing or in the case of an such 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 is to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or if ; provided that (A) the Company shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $2,500,000 with respect to a the assignment of the Revolving Commitments and the Revolving Loans, (x) such lesser amount as agreed to by the Company, the Agent, any Issuing Bank and the Swing Line Lender, (y) the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed);Lender (iiiii) 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 assignedassigned under the Facilities, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits under the Facilities on a non-pro rata basis; (iiiiv) any the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption; such Assignment and Assumption to be (A) electronically executed and delivered to the Agent via an electronic settlement system then acceptable to the Agent (or, if previously agreed with the Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Agent in its sole discretion; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire, in the form prescribed by the Agent. Subject to acceptance and recording thereof by the Agent pursuant to Section 10.07(d), 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 Commitment relating Lender under this Agreement, (provided that, with respect to a credit 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 which Letters 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 Credit may the interest assigned by such Assignment and Assumption, be issued must be approved by any Issuing Bank 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 approval not Lender shall cease to be unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 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 delayed) unless the Person that is the proposed assignee is itself already transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a Commitment under that credit; (iv) any assignment must be approved sale by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) 23.2.1 except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $C$5,000,000, in the case of any assignment in respect of a revolving facility, or $C$1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) 23.2.2 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) Section 23.2.2 shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) 23.2.3 any assignment of a Commitment relating to a credit facility under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) 23.2.4 any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: 23.2.4.1 in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, 23.2.4.2 no Event of Default has occurred and is continuing, and the assignment is of a Commitment relating to a non-revolving credit that is fully advanced, or 23.2.4.3 the proposed assignee is a bank or other financial institution whose senior, unsecured, non-credit enhanced, long term debt is rated at least A3, A- or A low by at least two of Mxxxx’x Investor Services Inc., Standard & Poor’s, a division of The MxXxxx-Xxxx Companies, Inc. and Dominion Bond Rating Service Limited, respectively; 23.2.5 any assignment must be approved by the Borrower (such approval not to be unreasonably withheld or delayed) unless (i) the proposed assignee is itself already a Lender with the same type of Commitment or the proposed assignee is an Affiliate of a Lender or an Approved Fund with respect to a Lender or (ii) a Default has occurred and is continuing; 23.2.6 after giving effect to any assignment, the Commitment of and the aggregate principal amount of Loans held by Affiliated Lenders and Affiliated Debt Funds shall not exceed the Affiliated Lender Cap; provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this Section 23.2.6 or any purported assignment exceeding the Affiliated Lender Cap; and 23.2.7 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 an amount equal to C$5,000 and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and each Assignment and Assumption shall include a representation by the assignee that it is an Eligible Assignee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 23.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (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 ARTICLE 18 and ARTICLE 22, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 23.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may at any time assign to one or more Eligible Assignees assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(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, except in connection with a proposed assignment to any Disqualified Institution; provided thatit being understood that the Parent Borrower shall have the right to withhold its consent if as a result of such assignment either of the Borrowers would be required to obtain the consent of, or make a filing or registration with, a Governmental Agency) of: (A) the Parent Borrower, provided that no consent of the Parent Borrower shall be required for (i) except an assignment of all or a portion of the Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Parent Borrower shall be deemed to have consented to any such assignment of the Term Loans (other than any proposed assignment to any Disqualified Institution) unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice of a failure to respond to such request for assignment, (ii) other than with respect to any proposed assignment to any Disqualified Institution, if an Event of Default under Section 8.01(a) or, solely with respect to the Parent Borrower, Section 8.01(f) has occurred and is continuing continuing, to any Assignee or (iii) an assignment of all or a portion of the Loans pursuant to Section 10.07(h), Section 10.07(k) or Section 10.07(l); (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) of all or a portion of the Loans pursuant to Section 10.07(g), (h), (k) or (l), or (iii) from an Agent to its Affiliates; (C) each applicable L/C Issuer at the time of such assignment; provided that no consent of the applicable L/C Issuers shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent; and (D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent. (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 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 being assigned (which for this purpose includes or Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than an amount of $5,000,000, 5,000,000 (in the case of any assignment in respect of a revolving facilityRevolving Credit Commitments), or $1,000,000, 1,000,000 (in the case of any assignment a Term Loan), and shall be in respect increments of a term facility, an amount of $1,000,000 unless each of the Parent Borrower and the Administrative Agent andotherwise consents; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)if any; (iiB) unless waived by the Administrative Agent in its sole discretion, the parties to each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights execute and obligations under this Agreement with respect deliver to the Loan Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds; and (C) other than in the Commitment assignedcase of assignments pursuant to Section 10.07(l), except that this clause the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. This paragraph (iib) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Facilities on a non-pro rata basis; (iii) basis among such Facilities. In connection with any assignment of a Commitment relating rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to a credit under 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 Parent 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 may 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 issued must be approved by any Issuing Bank (such approval not deemed to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Defaulting Lender with a Commitment under that credit; (iv) any assignment must be approved for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section (and, in the case of an Affiliated Lender or a Person that, after giving effect to such approval not assignment, would become an Affiliated Lender, to the requirements of clause (h) of this Section), from and after the effective date specified in each Assignment and Assumption, other than in connection with an assignment pursuant to subsection (l) below, (x) the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (y) 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the relevant Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Dollar Commitment and the Loans made by it (including for purposes of this subsection (b), participations in L/C Obligations and in SwingLine Loans at the time owing to it); provided that: (i) The Agent and, in the case of assignments of Revolving Credit Dollar Commitments, the Issuer and the SwingLine Lender, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if 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). (ii) Each partial assignment shall be made as an assignment of a proportionate part of all the Assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Dollar Commitment assigned, as the case may be, except if an Event that this clause (ii) shall not apply to rights in respect of Default has occurred and is continuing or SwingLine Loans. (iii) Except in the case of an assignment of the entire remaining amount of the assigning Assigning Lender’s Revolving Credit Dollar 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 LenderFund, the aggregate amount of the Revolving Credit Dollar Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Dollar Commitment of such Lender is not then in effect, the principal outstanding balance of the Loan Revolving Credit Loans and/or 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 at least $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount 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 (ii) each partial assignment shall be made as or to an assignment of a proportionate part of all the assigning Lender’s rights Eligible Assignee 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 members of its rights and obligations among separate credits on Assignee Group) will be treated as a non-pro rata basis; (iii) any single assignment for purposes of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (determining whether such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit;minimum amount has been met. (iv) The parties to such an assignment shall execute and deliver to the Agent, for recording in the Register, an Assignment and Assumption substantially in the form of EXHIBIT D, annexed hereto, or any assignment must be other form approved by the Administrative Agent (such approval an “Assignment and Assumption”) together with a processing and recordation fee in the amount, if any, required as set forth in SCHEDULE 16.1, and the Eligible Assignee, if it shall not be a Lender, shall deliver to be unreasonably withheld or delayed) unless:the Agent an Administrative Questionnaire.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. 23.3.1 Any Lender may at assign or transfer, in accordance with this Clause 23.3, any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement to (including all i) any other Lender, (ii) any company being controlled by any Lender or under the control of the same legal entity as any Lender (where control shall have the same meaning mutatis mutandis as set out in the definition of “Subsidiary”), (iii) to any other financial institution upon the occurrence of a portion Default, or (iv) to any other financial institution, in a minimum amount of its Commitment USD 2,000,000, provided, in each case, that such assignment does not result in a breach of the Swiss Ten Non-Bank Rule, and the Loans at the time owing to it); provided in each case that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment The consent of the entire remaining amount Borrowers is required for any assignment or transfer, unless the Lender Transferee (as defined in Clause 23.3.2) falls within one of the assigning Lender’s Commitment and the Loans at the time owing to it categories set out under (i), (ii) 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 (iii) above. (b) The consent of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is Borrowers must not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed. (c) The consent of the Borrowers to an assignment or transfer may not be withheld solely because the assignment or transfer is to a person who is a Swiss Non-Qualifying Bank, provided that each assignment must be in compliance with the Swiss Ten Non-Bank Rule. The Borrowers will be deemed to have given their consent three Business Days after the Borrowers were given notice of the request unless the Lender Transferee (as defined in Clause 23.3.2) has been expressly refused by the Borrowers within that time. 23.3.2 If any Lender (the “Existing Lender”) wishes to assign or transfer all or any part of its Commitment or Participation in the Facility to another Lender or other financial institution (the “Lender Transferee”), such transfer may be effected by delivery to, and the execution by, the Facility Agent or the Security Agent (as applicable) of a duly completed Transfer Certificate and the transfer must be done on a pro rata basis. 23.3.3 On the date specified in the Transfer Certificate: (a) to the extent that in the Transfer Certificate the Existing Lender seeks to assign its Commitment or Participation in the Facility or interest under any Finance Document, the Obligors and the Existing Lender shall each be released from further obligations to each other under this Agreement and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this Clause 23.3.3 as “Discharged Rights and Obligations”); (iib) the Obligors and the Lender Transferee shall each assume obligations towards each other and/or acquire rights against each other which differ from the Discharged Rights and Obligations only insofar as the Obligors and the Lender Transferee have assumed and/or acquired the same in place of the Obligors and the Existing Lender; (c) each partial assignment of the Parties and the Lender Transferee shall acquire the same rights and assume the same obligations among themselves as they would have acquired and assumed had the Lender Transferee been a party under this Agreement as a Lender with the rights and/or the obligations acquired or assumed by it as a result of the transfer; (d) a proportion of the Existing Lender’s rights under the Security Documents, equal to the proportion of the Existing Lender’s rights under this Agreement being transferred, shall automatically be made as an assignment of a proportionate part of all transferred to the assigning Lender Transferee; and (e) the Existing Lender’s rights and obligations benefits under this Agreement with respect the Security Documents shall be transferred by the relevant and necessary transfer certificates. 23.3.4 The Facility Agent and/or the Security Agent (as applicable) shall promptly complete a Transfer Certificate on request by an Existing Lender and upon payment by the Lender Transferee of a fee of USD 3,000 to the Loan Facility Agent. Each Party irrevocably authorises each Agent to execute any duly completed Transfer Certificate on its behalf provided that such authorisation does not extend to the execution of a Transfer Certificate on behalf of either the Existing Lender or the Commitment assigned, except that this clause Lender Transferee named in the Transfer Certificate. 23.3.5 The Facility Agent and/or the Security Agent (iias applicable) shall not prohibit any Lender from assigning all or a portion promptly notify the Borrowers of the receipt and execution on its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved behalf by the Administrative relevant Agent (such approval not of any Transfer Certificate. 23.3.6 Each Obligor undertakes to be unreasonably withheld sign and execute any Transfer Certificate or delayed) unless:other document necessary to complete a transfer of any interest under any Finance Document if so requested by the Facility Agent or the Security Agent.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) subject to, except (1) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender (in each case other than a Disqualified Institution) or (2) with respect to the elevation of any participation to an assignment, if Owl Rock, in its sole discretion, determines the assignment is necessary to comply with or avoid the consequences of a determination by any regulatory authority, including the Securities and Exchange Commission or court of law, the prior written consent of (A) the Administrative Agent and (B) so long as (other than in the case of a proposed assignment to a Disqualified Institution) (1) no Event of Default under Section 8.01(a), (b), (d) (solely as a result of a breach of Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a), (b) or (c)) shall have occurred and be continuing, the Borrower (the Borrower’s consent to be deemed to have been given if (except in the case of a proposed assignment to a Disqualified Institution) the Borrower shall not have responded within ten (10) Business Days of a written request for such consent) (in the case of clauses (A) and (B), such consent not to be unreasonably withheld, conditioned or delayed); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an any assignment (a) 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 it, (b) to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a LenderLender or (c) as agreed by the Borrower and the Administrative Agent, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 $5,000,0001,000,000, in the case of any assignment in respect of a revolving facilityand $1,000,000 increments, or $1,000,000if less, in the case all of any assignment in respect such Lender’s remaining Loans (provided, that contemporaneous assignments to or by two or more affiliated Approved Funds shall be aggregated for purposes of a term facilitymeeting such minimum transfer amount), unless each of the Administrative Agent andAgent, and so long as no Event of Default under Section 8.01(a),(b), (g) or (h) has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld withheld, conditioned or delayed, and which consent shall be deemed to have been given by the Borrower if the Borrower has not responded within ten (10) Business Days of a written request for such consent); (ii) each partial assignment shall be made as an assignment of a proportionate part of all of 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 credits tranches on a non-pro non‑pro rata basis; (iii) any the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with (other than in the case of an assignment to an Affiliate of the assigning Lender) a Commitment relating to a credit under processing and recordation fee of $3,500 (which Letters of Credit fee may be issued must waived or reduced by the Administrative Agent in its discretion), and the Eligible Assignee, if it shall not be approved by any Issuing Bank (such approval not a Lender, shall deliver to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditAdministrative Agent an Administrative Questionnaire and all requested know-your-customer documentation; (iv) no assignment shall be made to a Disqualified Institution without the Borrower’s prior consent in writing (which consent may be withheld in its absolute discretion); provided that the Administrative Agent shall have no responsibility (in its capacity as Administrative Agent) for monitoring, ascertaining, inquiring into or enforcing any Lender’s compliance with the provisions related to Disqualified Institutions, and without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment must be approved or participation of Loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of, any Disqualified Institution; and (v) notwithstanding anything to the contrary contained in this Section 10.04(b) or any other provision of this Agreement, the Lenders shall have no right at any time to sell, assign or transfer any Loans owing to it to the Borrower or any of its Subsidiaries; Subject to the recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.04, from and after the date such approval not recordation in the Register is made, 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 (including, for the avoidance of doubt, any rights and obligations pursuant to Section 2.15), 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 unreasonably withheld 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 delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) unless:of this Section 10.04.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: that (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, 5,000,000 in the case of any an assignment in respect of a revolving facility, the Revolving Facility or $1,000,000, 1,000,000 in the case of any an assignment in respect of a term facilitythe Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Borrower, otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loan or the Commitment thereto, assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Credit Facilities on a non-pro rata basis; ; (iii) any assignment of a Revolving Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Administrative Agent, the L/C Issuer and the Swing Line Lender, and, so long as no Event of Default has occurred and is continuing, consented to by the Borrower (such approval consent not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee as set forth in Schedule 11.06(b); and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and (vi) the assigning Lender shall deliver any assignment must be approved Notes evidencing such Loans to the Borrower or the Administrative Agent (and the Administrative Agent shall deliver such Notes to the Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits and obligations of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and surrender by the assigning Lender of its Notes, if any, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, which does not have to be pro rata among the Facilities, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself or any Approved Fund) and which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, which does not have to be pro rata among the Facilities, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); an Assignment Agreement, provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, or such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $1,000,000, (ii) at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (iii) upon surrender of the old Notes, new Notes will be issued, at the Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (iv) in the case of clause (y) only, the consent of (i) the Administrative Agent and the Joint Lead Arrangers, and (ii) provided no Default or Event of Default shall have occurred or be continuing, the Company, shall be required in connection with any such assignment (which consent shall not be unreasonably withheld or delayed), (v) in the case of any assignment in respect of all or any portion of a term facilityRevolving Commitment to any person, unless each of the Administrative Agent and, so long as no Default has occurred and other than another Lender that is continuingnot a Defaulting Lender, the Borrower otherwise consent to a lower amount of each Letter of Credit Issuer shall be required in connection with any such assignment (each such which consent shall not to be unreasonably withheld or delayed);, and (vi) the Administrative Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable assignment fee of $3,500, provided, (i) that the assignment fee shall be waived in connection with any assignment made to either (A) a person that is not a bank, an investment bank or an Affiliate of a bank or an investment bank or (B) a bank, an investment bank or an Affiliate of a bank or an investment bank (a "Financial Institution") which has, to the satisfaction of the Administrative Agent, announced and adopted a general policy that (x) is in effect on the date of the proposed assignment, (y) is binding on such Financial Institution, and (z) provides that such Financial Institution has agreed to waive its rights to receive all similar processing, recordation or assignment fees which would be payable as a result of an assignment by any person of any commitments, loans or other extensions of credit under a syndicated leveraged credit facility and (ii) each partial no such assignment fee shall be made as payable in the case of an assignment assignee which is already a Lender, an Affiliate of a proportionate part such Lender or an Approved Fund 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 and in the case of its rights and obligations among separate credits assignments on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved the same day by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with to more than one fund managed or advised by the same investment advisor (which funds are not then Lenders hereunder), only a Commitment under single $3,500 fee shall be payable for all such assignments by such Lender to such funds. and, provided further, that credit; (iv) any such transfer or assignment must will not be approved effective until the Assignment Agreement in respect thereof is recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 13.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 13.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Company and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 13.4(c) would, at the time of such assignment, result in increased costs under section 2.9 from those being charged by the respective assigning Lender prior to such assignment, then the Company shall not be obligated to pay such increased costs (although the Company shall be unreasonably withheld obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). Nothing in this section 13.4(c) shall prevent or delayedprohibit (i) unless:any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) any Lender which is a trust, limited liability company, mutual fund, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Letter of Credit Commitment and the Loans at the time owing to it); provided thatthat any such assignment shall be subject to the following conditions: (iA) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (a)(i)(B) of this Section; and (B) in any case not described in the case proviso to paragraph (a)(i)(A) of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderthis Section, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans 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 AssumptionAcceptance, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed);; provided, however, in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned. (ii) each 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 credits on a non-pro rata basis;. (iii) No consent shall be required for any assignment except to the extent required by paragraph (a)(i)(B) of a Commitment relating to a credit under which Letters this Section and, in addition: (A) the consent of Credit may be issued must be approved by any Issuing Bank the Borrower (such approval consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the Person that time of such assignment or (y) such assignment is the proposed assignee is itself already to a Lender, an Affiliate of a Lender with a Commitment under or an Approved Fund, provided that creditthe Borrower’s consent shall not be required during the primary syndication of the credit facility evidenced by this Agreement; (ivB) any assignment must be approved by the consent of the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless:shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of each Issuing Bank and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment. (iv) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No such assignment shall be made to (A) the Borrower or any of the Borrower’s 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). (vi) No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). (vii) 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, each Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest and fees accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline 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 paragraph (b) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14, 2.15 and 9.03 and 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 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 (c) of this Section. (b) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee, if any, referred to in Section 9.05(a) and any written consent to such assignment required by Section 9.05(a), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register (as defined below). No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in New York, New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. (c) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Banks, sell participations to any Person (other than a natural Person, a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.08 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.16 (it being understood that the documentation required under Section 2.16 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.14 and 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment Commitment, Notes and the Loans Advances at the time owing to it); , provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityUS$10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basisAgreement; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditLender; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, 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 Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender (or an Affiliate of a Lender) or a Default has occurred and is continuing; provided that the Parties acknowledge and agree that the consent of the Borrower shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; (vi) no assignment shall be permitted unless immediately following such assignment: (A) the aggregate Applicable Percentage of the assigning Lender together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the assigning Lender together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and (B) the aggregate Applicable Percentage of the applicable Eligible Assignee together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the HB Peru ARCA) of the applicable Eligible Assignee together with the Applicable Percentage (as defined in the HB Peru ARCA) held by any Lender which is its Affiliate under the HB Peru ARCA; and (vii) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of US$3,500 and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. In furtherance of the foregoing, on the date of any such assignment pursuant to this Section, HB Peru SAC shall deliver to the assigning Lender and the assignee Lender, in form and substance satisfactory to the assigning Lender and the assignee Lender, in exchange for the Peruvian Notes previously delivered by HB Peru SAC to the assigning Lender,appropriately completed Peruvian Notes and Peruvian Note Completion Agreements, dated the effective date of such assignment, payable to such assigning Lender and to such assignee Lender, in an aggregate amount equal to their respective Advances and Commitments, after giving effect to such assignment, and otherwise duly completed. (b) Subject to acceptance (if required) and recording thereof by the Agent pursuant to Section 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 Agreement 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 13.8, 13.9 and 13.10, and shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring 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 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 11.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.

Assignments by Lenders. Any Lender (1) Each LENDER may at any time assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement upon consent of BORROWER (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an so long as no Event of Default has occurred and is continuing continuing) and AGENT, which consent shall not be unreasonably withheld (including, without limitation, all or a portion of its Commitment, the Advances owing to it, and the Revolving Note or Revolving Notes held by it); provided, however, that the following shall apply: (A) no such consent shall be required in the case of an any assignment to the Federal Reserve Bank; (B) each such assignment shall be of the entire remaining amount a constant, and not a varying, percentage of all of the assigning Lender’s Commitment LENDER's rights and obligations under this Agreement; (C) 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject LENDER being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered assignment) shall in no event be less than Five Million ($5,000,000) Dollars, must be in an integral multiple of One Million ($1,000,000) Dollars thereafter, and the assigning LENDER must retain at least Five Million ($5,000,000) Dollars of its Commitment provided, however, that any LENDER may assign any portion of its Commitment to another LENDER, provided the Administrative Agent orassigning LENDER retains at least Five Million ($5,000,000) Dollars of its Commitment) and provided further, if “Trade Date” is specified however, that in the Assignment and Assumption, as event that any LENDER is the holder of the Trade Date) shall not be a Commitment in an amount less than $5,000,000, such LENDER's assignment must be for the entirety of its Commitment; and (D) each such assignment shall be to an Eligible Assignee. (2) Upon such execution, delivery, acceptance and recording (if applicable), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least fifteen Business Days after the case of any assignment in respect execution thereof, the following shall apply: (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a revolving facilityLENDER hereunder, or $1,000,000and (B) the LENDER assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of any assignment in respect an Assignment and Acceptance covering all or the remaining portion of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s LENDER's rights and obligations under this Agreement, such LENDER shall cease to be a party hereto). (3) By executing and delivering an Assignment and Acceptance, the LENDER assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (A) other than as provided in such Assignment and Acceptance, such assigning LENDER makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (B) such assigning LENDER makes no representation or warranty and assumes no responsibility with respect to the Loan financial condition of BORROWER or the Commitment assigned, except that this clause (ii) shall not prohibit performance or observance by BORROWER of any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basisunder this Agreement or any other instrument or document furnished pursuant hereto; (iiiC) any assignment such assignee confirms that it has received a copy of a Commitment relating this Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to a make its own credit under which Letters of Credit may be issued must be approved by any Issuing Bank (analysis and decision to enter into such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditAssignment and Acceptance; (ivD) such assignee will, independently and without reliance upon AGENT, such assigning LENDER or any other LENDER and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (E) such assignee confirms that it is an Eligible Assignee; (F) such assignee appoints and authorizes AGENT to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to AGENT by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LENDER. (4) Upon its receipt of an Assignment and Acceptance executed by an assigning LENDER and an assignee representing that it is an Eligible Assignee, together with any Revolving Note subject to such assignment, AGENT shall (A) accept such Assignment and Acceptance, and (B) give prompt notice thereof to BORROWER. (5) Within five Business Days after its receipt of such notice, BORROWER, at its own expense, shall execute and deliver to AGENT in exchange for the surrendered Revolving Note a new Revolving Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning LENDER has retained a Commitment hereunder, a new Revolving Note to the order of the assigning LENDER in an amount equal to the Commitment retained by it hereunder. Such new Revolving Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit "A" hereto. (b) Any LENDER may, in connection with any assignment must be approved or proposed assignment pursuant to this Section, disclose to the assignee or proposed assignee, any information relating to BORROWER furnished to LENDER by or on behalf of BORROWER; provided that, prior to any such disclosure, the Administrative Agent (assignee or proposed assignee shall agree to preserve the confidentiality of any confidential information relating to BORROWER received by it from such approval not LENDER to be unreasonably withheld or delayed) unless:the same extent as AGENT and the LENDERS.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 (iib) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (ivd) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (i) in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, (ii) no Event of Default has occurred and is continuing, and the assignment is of a Commitment relating to a non-revolving credit that is fully advanced, or (iii) 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 Mxxxx’x Investor Services Inc., Standard & Poor’s, a division of The MxXxxx-Xxxx Companies, Inc. and Dominion Bond Rating Service Limited, respectively; (e) 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 with the same type of Commitment or a Default has occurred and is continuing; and (f) 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 an amount specified elsewhere in this Agreement 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 10.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3 and 9, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided thatthat any such assignment shall be subject to the following conditions: (iA) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and and/or 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 LenderFund, no minimum amount need be assigned; and (B) in any case not described in subsection (i)(A) of this Section 15.2, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed);. (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Credit Agreement and the other Loan Documents with respect to the Loan or Loans and/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 credits on a non-pro rata basisin respect of the Swing Line Loans; (iii) no consent shall be required for any assignment except to the extent required by subsection (i)(B) of a Commitment relating to a credit under which Letters this Section 15.2 and, in addition: (A) the consent of Credit may be issued must be approved by any Issuing Bank the Borrower (such approval consent not to be unreasonably withheld or delayed) shall be required unless an Event of Default has occurred and is continuing at the time of such assignment or solely if the Person that is the proposed assignee is itself already a Lender with a Commitment under an Eligible Assignee pursuant to clause (v) of the definition of “Eligible Assignee” (such consent not to be unreasonably withheld or delayed); provided that creditthe 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 written notice thereof; (ivB) any assignment must be approved by the consent of the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless:shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of the Swing Line Lender shall be required for any assignment.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 Five Million and 00/100 Dollars ($5,000,000), in any case, treating assignments to two or more Approved Funds under common management as one assignment for purposes of the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, minimum amounts; unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount 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 having received notice thereof; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to 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 credits on a non-pro rata basisSwing Line Loans; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent and the Swing Line Lender and the L/C Issuers unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by whether or not the Administrative Agent (proposed assignee would otherwise qualify as an Eligible Assignee), such approval consent not to be unreasonably withheld or delayed; and (1) unless: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 Three Thousand Five Hundred and 00/100 Dollars ($3,500); provided, however, that such processing and recordation fee shall be waived by the Administrative Agent in connection with any assignment to an Approved Fund, and (2) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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. The Administrative Agent shall use reasonable efforts to notify the Borrower of any assignment hereunder promptly after the occurrence thereof; provided, however, that the failure of the Administrative Agent to so notify the Borrower shall not result in any liability for the Administrative Agent.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment Commitment, Peruvian Notes and the Loans Advances at the time owing to it); , provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityUS$10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basisAgreement; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditLender; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, 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 Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender (or an Affiliate of a Lender) or a Default has occurred and is continuing; provided that the Parties acknowledge and agree that the consent of the Borrower shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; (vi) no assignment shall be permitted unless immediately following such assignment: (A) the aggregate Applicable Percentage of the assigning Lender together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the Hudbay ARCA) of the assigning Lender together with the Applicable Percentage (as defined in the Hudbay ARCA) held by any Lender which is its Affiliate under the Hudbay ARCA; and (B) the aggregate Applicable Percentage of the applicable Eligible Assignee together with the Applicable Percentage held by any Lender which is its Affiliate will be equal to the aggregate Applicable Percentage (as defined in the Hudbay ARCA) of the applicable Eligible Assignee together with the Applicable Percentage (as defined in the Hudbay ARCA) held by any Lender which is its Affiliate under the Hudbay ARCA; and (vii) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of US$5,000 and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. In furtherance of the foregoing, on the date of any such assignment pursuant to this Section, the Borrower shall deliver to the assigning Lender and the assignee Lender, in form and substance satisfactory to the assigning Lender and the assignee Lender, in exchange for the Peruvian Notes previously delivered by the Borrower to the assigning Lender, appropriately completed Peruvian Notes and Peruvian Note Completion Agreements, dated the effective date of such assignment, payable to such assigning Lender and to such assignee Lender, in an aggregate amount equal to their respective Advances and Commitments, after giving effect to such assignment, and otherwise duly completed. (b) Subject to acceptance (if required) and recording thereof by the Agent pursuant to Section 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 Agreement 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 13.8, 13.9 and 13.10, and shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring 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 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 11.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this paragraph (b), participations in L/C Obligations) at the time owing to it); provided that: that (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and 's Commitment, the Loans at the time owing to it and the L/C Obligations, or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment assignment, and L/C Obligations (in each case determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Company, otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans, the Commitment or the Commitment L/C Obligations assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; ; (iii) any assignment of a Lender's Commitment relating to a credit under which Letters of Credit may be issued must be approved by any the Administrative Agent and the Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must be approved shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and if the Eligible Assignee is not a Lender, such Eligible Assignee shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 4.01, 4.04, 4.05, and 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Company (at its expense) shall execute and deliver a Note to the assignee Lender. Upon request by the Company, the assigning Lender shall return the Note, if any, executed by the Company in favor of such assigning Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: that (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, 5,000,000 in the case of any an assignment in respect of a revolving facility, or Revolving Loans and $1,000,000, 1,000,000 in the case of any an assignment in respect of a term facility, the Term Loan unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Company otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all apply to rights in respect of Swing Line Loans or a portion of its rights and obligations among separate credits on a non-pro rata basis; the Term Loan; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not the Administrative Agent and, except with respect to be unreasonably withheld or delayed) a Term Loan Commitment, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must 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 approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); , provided that: (a) except (i) except if an Event of Default has occurred and is continuing or continuing, (ii) 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 (iii) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, in each case, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans Advances outstanding thereunderunder the Commitment) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such the 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 US $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityRevolving Credit, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 Advance 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (ivc) any assignment must be approved by the Administrative Agent (such approval which is not to be unreasonably withheld or delayed) unless: (i) in the case of an assignment of a Commitment relating to the Revolving Credit, the proposed assignee is itself already a Revolving Lender; or (ii) 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; (d) any assignment must be approved by the Borrower (which is not to be unreasonably withheld or delayed) unless: (i) the proposed assignee is itself already a Lender with the same type of Commitment; or (ii) an Event of Default has occurred and is continuing; or (iii) the Agent has provided a request for approval of an assignment by registered mail to the Borrower and the Borrower has not responded within ten (10) Banking Days of receipt of such a request, in which case, approval by the Borrower will be deemed to have been granted for the assignment; (e) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of US $3,000 and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent. (2) In addition to the other conditions specified in this Agreement, no assignment of rights and obligations of a Defaulting Lender shall be effective until the parties to the assignment have made additional payments to the Agent in an amount sufficient, upon distribution of the payments as appropriate to (a) pay and satisfy in full all payment liabilities then owed by the Defaulting Lender to the Agent and each Lender, with accrued interest, and (b) acquire (and fund as appropriate) its full pro rata share of all Advances, including obligations under Section 9.1, in accordance with its Applicable Percentage. Distribution of payments may be by outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignor and assignee hereby irrevocably consent. If, notwithstanding the foregoing, any assignment of the rights and obligations of a Defaulting Lender becomes effective under Applicable Law without compliance with this Section 10.2(2), then the assignee shall be deemed to be a Defaulting Lender for all purposes of this Agreement until compliance occurs. (3) Subject to acceptance and recording by the Agent pursuant to Section 10.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee shall be a Party and, to the extent of the interest assigned by the Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including the Security, and the assigning Lender shall, to the extent of the interest assigned by the 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, it shall cease to be a Party) but shall continue to be entitled to the benefits of Sections 9.16, 9.20 and 11.5, and shall continue to be liable for any breach by it of this Agreement and any other liability by reason of having been a Defaulting Lender, with respect to facts and circumstances occurring before the effective date of the assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.2 shall be treated for purposes of this Agreement as a sale by that Lender of a participation in those rights and obligations in accordance with Section 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers, the Bookrunners and their respective Affiliates 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 $5,000,0005,000,000 or its equivalent or, in the case of Term Loans, $1,000,000 (or, in the case of any assignment Term Loan denominated in respect of a revolving facilityEuros, or $€1,000,000, in the case of any assignment in respect of a term facility), unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits Tranches on a non-pro rata basis; (iii) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender Administrative Agent an Assignment and Assumption, together with a Commitment under that credit;processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (iv) any the Eligible Assignee shall have complied with all necessary “know your customer” or similar checks under all applicable laws in relation to the assignment must be approved of such Loans or Commitments to such Eligible Assignee. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.17 and 10.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section 10.04.

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and participations in the Letters of Credit at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans and participations in the Loans Letters of Credit 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 Commitment, Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance or Letters of the Loan of the assigning Lender Credit subject to each such assignment (determined as of the date the Assignment and Assumption Agreement or Non-Debt Fund Affiliate Assignment Agreement 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 $5,000,0002,500,000 or an integral multiple of $1,000,000 in excess thereof; provided, in that two or more related Approved Funds will be treated as one assignee for purposes of determining compliance with the case of any minimum assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)amount; (iib) 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 Commitments, Loans or the Commitment participations in Letters of Credit assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of by a Commitment relating to a credit under which Letters of Credit may be issued Lender hereunder must be approved consented to by any the Borrower, the Administrative Agent and each Issuing Bank (such approval in each case, not to be unreasonably withheld withheld, delayed or delayedconditioned); provided, that the consent of the (x) unless the Person that Administrative Agent shall not be required if such assignment is made to an Affiliate of the proposed assignee assigning Lender and (y) Borrower shall not be required (i) if such assignment is itself already made to another Lender or an Affiliate or Approved Fund of a Lender with or (ii) during the continuance of an Event of Default; provided, further, that such consent of the Borrower shall be deemed to have been given if the Borrower have not responded within ten Business Days of their receipt of a Commitment under that creditrequest for such consent; (ivd) any the parties to each assignment must shall (i) execute and deliver to the Administrative Agent an Assignment Agreement or, in the case of a Non-Debt Fund Affiliate Lender, a Non-Debt Fund Affiliate Assignment Agreement, via an electronic settlement system acceptable to the Administrative Agent or (ii) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment Agreement or, in the case of a Non-Debt Fund Affiliate, a Non-Debt Fund Affiliate Assignment Agreement, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be approved waived or reduced in the sole discretion of the Administrative Agent); provided, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Approved Funds or concurrent assignments by Approved Funds to one assignee; (e) in the case of an assignment to a Non-Debt Fund Affiliate, each Non-Debt Fund Affiliate shall at each of the time of its execution of a written trade confirmation in respect of, and at the time of consummation of, such assignment either (A) affirm the No MNPI Representation or (B) if it is not able to affirm the No MNPI Representation, will inform the assignor and the assignor will deliver to such Non-Debt Fund Affiliate customary written assurance that it is a sophisticated investor and is willing to proceed with the assignment; and (f) in the case of an assignment to a Non-Debt Fund Affiliate, if such Non-Debt Fund Affiliate subsequently assigns the Loans acquired by it in accordance with this Section 10.1B, such Non-Debt Fund Affiliate shall at the time of such assignment of such Loans held by it either (A) affirm the No MNPI Representation or (B) if it is not able to affirm the No MNPI Representation, the assignee will deliver to such Non-Debt Fund Affiliate customary written assurance that it is a sophisticated investor and is willing to proceed with the assignment; and (g) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and if required, applicable tax forms. (ii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.1C, from and after the effective date specified in each Assignment Agreement or Non-Debt Fund Affiliate Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement or Non-Debt Fund Affiliate Assignment Agreement, 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 Agreement or Non-Debt Fund Affiliate Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement or Non-Debt Fund Affiliate Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such approval not Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 2.7 and 10.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. An Eligible Assignee shall not be entitled to receive any greater payment under Section 2.7 than the assigning Lender would have been entitled to receive with respect to the Loan or delayed) unless:portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Borrower’ prior written consent. Except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.1D.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this SECTION 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: PROVIDED that (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment 's 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (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 $5,000,0002,500,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Facility (PROVIDED that simultaneous assignments by or to two or more Approved Funds managed by the same investment advisor shall be aggregated for purposes of the minimum assignment amount), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Facilities on a non-pro rata basis; ; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Revolving Credit Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall not be approved subject to reimbursement by the Borrower); PROVIDED that (x) no such fee shall be payable in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund, and (y) in the case of contemporaneous assignments by a Lender to more than one Fund managed by the same investment advisor (which Funds are not then Lenders hereunder) only one such fee shall be payable for all such contemporaneous assignments, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to SUBSECTION (c) of this SECTION, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this SUBSECTION (b) unless:shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SECTION 10.06(d); PROVIDED that in the case of an assignment to an Affiliate of the assigning Lender, such assignment shall be effective as an assignment between such Lender and its Affiliate immediately without compliance with the conditions for assignment under this SECTION 10.06(b), but shall not be effective with respect to the Loan Parties, the Agents, any L/C Issuer or any other Lender, and each Loan Party, each Agent, each L/C Issuer and each other Lender shall be entitled to deal solely with such assigning Lender under any such assignment, and such assigning Lender shall continue to be bound by the Loan Documents in its capacity as a Lender, in each case until the conditions for assignment under this SECTION 10.06(b) have been satisfied.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitment(s) and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans 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 AssumptionAcceptance, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Loans, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan or Loans and 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 credits facilities available hereunder on a non-pro rata basis; (iii) any assignment of a Revolving Loan Commitment relating to a credit under which Letters of Credit may be issued or DD Term Loan Commitment must be approved by any Issuing Bank the Agent and (so long as no Event of Default has occurred and is continuing), the Borrowers (each such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Revolving Loan Commitment under that credit;or DD Term Loan Commitment, as applicable (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be approved a Lender, shall deliver to the Agent an administrative questionnaire in the Agent’s then-standard form thereof. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of subsection 4(b)(v) and subsection 4(c)(iii) hereof with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing, the assignor shall maintain a Commitment (after such assignment) of not less than $5,000,000; (ii) except if an Event of Default has occurred and is continuing, the assignee shall not be a non-resident (as defined in the Income Tax Act (Canada)); (iii) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (iiiv) 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 (iiiv) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (ivv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) in the case of an assignment of a Commitment, the proposed assignee is itself already a Lender with the same type of Commitment or is an Affiliate of a Lender or an Approved Fund, 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; (vi) 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 with the same type of Commitment or is an Affiliate of a Lender or an Approved Fund or an Event of Default has occurred and is continuing; and (vii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee equal to $5,000, to be paid by the assignor or assignee (and not Borrower). Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Financing Agreements, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Section 5 and Section 10.20, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: that (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, 5,000,000 in the case of any an assignment in respect of a revolving facility, or Revolving Loans and $1,000,000, 1,000,000 in the case of any an assignment in respect of a term facility, Term Loans unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Company otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayeddelayed and no consent of the Company shall be required in connection with assignments made by Bank of America within 30 days of the Closing Date in connection with the primary syndication of the Loans and Commitments); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s Loans and Commitments, and rights and obligations under this Agreement with respect to the Loan or the Commitment thereto, assigned, except that this clause (ii) shall not prohibit any Lender from assigning all apply to rights in respect of Swing Line Loans or a portion of its rights and obligations among separate credits on a non-pro rata basis; the Term Loan; (iii) any assignment of a Revolving Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must 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 approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit 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 Credit Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Loan Facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Revolving Credit 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 credits on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent unless the Person that is the proposed assignee is itself already a Lender with a Revolving Credit Commitment under that credit;(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be approved 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, 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 5.8, 5.9, 5.10, 5.11 and 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section.

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $5,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); provided an Assignment Agreement, PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $5,000,000, (ii) the Swing Line Lender may only assign its Swing Line Revolving Commitment and its Swing Line Revolving Loans as an entirety and only if the assignee thereof is or $1,000,000becomes a Lender with a General Revolving Commitment, (iii) at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (iv) upon surrender of the old Notes, new Notes will be issued to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (v) in the case of any assignment in respect of a term facilityclause (y) only, unless each the consent of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise shall be required in connection with any such assignment (which consent to a lower amount (each such consent shall not to be unreasonably withheld or delayed);, and (iivi) the Administrative Agent shall receive at the time of each partial assignment shall be made as an assignment of a proportionate part of all such assignment, from the assigning or assignee 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 payment of its rights and obligations among separate credits on a non-pro rata basis; (iii) any refundable assignment fee of a Commitment relating to a credit under which Letters of Credit may $3,500, and, PROVIDED FURTHER, that such transfer or assignment will not be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless effective until the Person that Assignment Agreement in respect thereof is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 12.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 12.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrowers and the Administrative Agent the appropriate Internal Revenue Service Forms. To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 12.4(c) would, at the time of such assignment, result in increased costs under section 2.10 from those being charged by the respective assigning Lender prior to such assignment, then the Borrowers shall not be obligated to pay such increased costs (although the Borrowers shall be unreasonably withheld obligated to pay any other increased costs of the type referred to above in this sentence resulting from changes after the date of the respective assignment). Nothing in this section 12.4(c) shall prevent or delayedprohibit (i) unless:any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) any Lender which is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

Assignments by Lenders. (1) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); , provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans 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 thereunderunder the Commitment) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such the assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and AssumptionAssignment, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Credit, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 credits on a non-pro rata basisAgreement; (iiic) any assignment of a Commitment relating to a credit Credit under which Letters of Credit L/Cs may be issued must be approved by any the Issuing Bank in its sole discretion; (such approval d) any assignment must be approved by the Agent (which is not to be unreasonably withheld or delayed) unless: (i) in the case of an assignment of a Commitment relating to the Revolving Credit, the proposed assignee is itself already a Revolving Lender; (ii) the assignment is of a Commitment relating to the Term Credit, and the Term Credit is fully advanced; or (iii) 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 Dominion Bond Rating Service Limited, respectively; (e) any assignment of a Commitment relating to the Revolving Credit must be approved by the Swing Line Lender in its sole discretion; (f) any assignment must be approved by the Borrowers (which is not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a the same type of Commitment under that credit;or is an Affiliate of the Assignor or an Event of Default or Pending Event of Default has occurred and is continuing; and (ivg) the parties to each assignment shall execute and deliver to the Agent an Assignment, together with a processing and recordation fee of $3,500 and the Eligible Assignee, if it is not a Lender, shall deliver any assignment must be approved administrative questionnaire required by the Administrative Agent. (2) Subject to acceptance and recording by the Agent pursuant to Section 10.3, from and after the effective date specified in the Assignment, the Eligible Assignee shall be a Party and, to the extent of the interest assigned by the Assignment, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including the Security, and the assigning Lender shall, to the extent of the interest assigned by the Assignment, be released from its obligations under this Agreement (such approval not and, in the case of an Assignment covering all of the assigning Lender’s rights and obligations under this Agreement, it shall cease to be unreasonably withheld a Party) but shall continue to be entitled to the benefits of Sections 9.19, 9.20 and 11.9, and shall continue to be liable for any breach by it of this Agreement, with respect to facts and circumstances occurring before the effective date of the assignment. Any assignment or delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.2 shall be treated for purposes of this Agreement as a sale by that Lender of a participation in those rights and obligations in accordance with Section 10.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrowers or a new Advance to the Borrowers.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans Credit Extensions (including for purposes of this Section 8.06(b), participations in Participated Letters of Credit) at the time owing to it); provided provided, that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans Credit Extensions 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 outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Credit Extensions 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 the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityexcess thereof, unless each of the Administrative Agent and, so long as no unless an Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Credit Extensions 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of or Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment Extension must be approved by the Administrative Agent (such approval not to be unreasonably withheld withheld) unless the Person that is the proposed assignee is itself a Lender, an Affiliate of such Lender or delayedan Approved Fund (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) unless: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 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 2.14 and 8.04 and subject to its obligations under Section 8.12 with respect to facts and circumstances occurring prior to such effective date; provided, however, that (i) each Syndicated Letter of Credit outstanding on the effective date specified in the Assignment and Assumption shall be amended as soon as possible to replace the assigning Lender with the Eligible Assignee, it being understood for the avoidance of doubt that such amendment shall not be deemed a Credit Extension hereunder, and (ii) until each such Syndicated Letter of Credit has been amended in accordance with this subsection, the assigning Lender shall be deemed to have sold and transferred to the Eligible Assignee, and such Eligible Assignee shall be deemed irrevocably and unconditionally to have purchased and received from such assigning Lender, without recourse or warranty, an undivided interest and participation, to the extent of such assigning Lender’s Ratable Share, in such Syndicated Letter of Credit, each drawing made thereunder, the obligations of the Borrower under this Agreement with respect thereto. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) of this Section.

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

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to itit (provided, however, that 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 any related Commitments)); provided that: (i) in the case of assignments of Term Loans and New Term Loans (or any Commitment therefor), except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loans and New Term Loans (or any Commitment and the Loans therefor) 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 New Term Loans (or any Commitment being assigned (which for this purpose includes Loans outstanding thereundertherefor) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Company otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); provided that the Company shall be deemed to have consented unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof; (ii) in the case of assignments of Revolving Loans or Revolving Commitments, such assignment (except in the case of assignments made by or to any Arranger), shall be consented to by each of the Company and Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Company, required at any time an Event of Default shall have occurred and then be continuing); provided that (A) the Company shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof and (B) each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $2,500,000 with respect to the assignment of the Revolving Commitments and the Revolving Loans, (x) such lesser amount as agreed to by the Company and the Agent, (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Approved Fund of such Lender (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assignedassigned under the Facilities, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits under the Facilities on a non-pro rata basis; (iiiiv) any the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption; such Assignment and Assumption to be (A) electronically executed and delivered to the Agent via an electronic settlement system then acceptable to the Agent (or, if previously agreed with the Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Agent in its sole discretion; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire, in the form prescribed by the Agent. Subject to acceptance and recording thereof by the Agent pursuant to Section 10.07(d), 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 Commitment relating Lender under this Agreement, (provided that, with respect to a credit 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 which Letters 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 Credit may the interest assigned by such Assignment and Assumption, be issued must be approved by any Issuing Bank 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 approval not Lender shall cease to be unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 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 delayed) unless the Person that is the proposed assignee is itself already transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a Commitment under that credit; (iv) any assignment must be approved sale by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including with respect to all or a portion of its Commitment Revolving Credit Commitment(s) and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan 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 such Trade Date) shall not be less than $5,000,0002,500,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit, or less than $1,000,000, in the case of any assignment in respect of a term facilitythe Term A Credit or Term B Credit, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Credit or the Revolving Credit 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 credits Credit on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Administrative Agent, the L/C Issuer and the Borrower (each such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Revolving Credit Commitment under that credit(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) any the parties to each assignment must be approved shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (unless otherwise waived or reduced by the Administrative Agent in its sole discretion), and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (v) the Eligible Assignee provides the Borrower and the Administrative Agent the forms required by Section 10.1(b) prior to the assignment and shall not be entitled to any additional amounts or indemnification of taxes under Section 10.1 in excess of the amounts that would be paid to its assignor. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 8.4 and 10.13 and subject to any obligations hereunder with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be void ab initio. All parties hereto consent that assignments to the Borrower permitted by the terms hereof shall not be construed as violating pro rata, optional redemption or any other provisions hereof, it being understood that, not withstanding anything to the contrary elsewhere in this Agreement, immediately upon receipt by the Borrower of any Loans and/or Revolving Credit Commitments the same shall be deemed cancelled and no longer outstanding for any purpose under this Agreement, including without limitation, Section 10.11, and in no event shall the Borrower have any rights of a Lender under this Agreement or any other Loan Document.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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 a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityRC Loan and RC Commitment, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Loans only, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iib) 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 (iib) shall not (i) apply to rights in respect of Swing Loans or (ii) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits in respect to the RC Loans and RC Commitment on a non-pro rata basisbasis with the Term Loans and vice versa; (iiic) any assignment of a RC Commitment relating to a credit under which Letters of Credit may be issued must be approved by any the Agent and the Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a RC Commitment under that credit;(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (ivd) any the parties to each assignment must shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (in the aggregate per assignment except for assignment by a Co-Lead Arranger as to which there shall be approved no processing and recordation fee), and the Eligible Assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Subsection 11.5.3 (Register), 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Subsection 1.12.5 (Breakage), Section 1.13 (Increased Costs; Unavailability) and Section 11.13 (Expenses; Indemnity; Damage Waiver) with respect to the facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Subsection 11.5.4 (Participations).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit 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 Credit Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term Loan Facility, unless (A) such assignment is made to an existing Lender, to an Affiliate thereof, or (with respect to any Term Loan) to an Approved Fund, in which case no minimum amount shall apply, or (B) each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan or the Revolving Credit 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 credits on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any the Administrative Agent, the Swingline Lender and the Issuing Bank (such approval not to be unreasonably withheld or delayed) Lender unless the Person that is the proposed assignee is itself already a Lender with a Revolving Credit Commitment under that credit;(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment, and the Eligible Assignee, if it shall not be approved 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, 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 5.8, 5.9, 5.10, 5.11 and 14.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); PROVIDED, HOWEVER, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basisSwing Line Loans; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit;(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in SCHEDULE 10.06, and the Eligible Assignee, if it shall not be approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. Any Notwithstanding the foregoing: (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D); and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); provided an Assignment Agreement, PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, or such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $1,000,000; (ii) at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders; (iii) upon surrender of the old Notes, new Notes will be issued to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments; (iv) in the case of any assignment in respect of a term facilityclause (y) only, unless each the consent of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise shall be required in connection with any such assignment (which consent to a lower amount (each such consent shall not to be unreasonably withheld or delayed);; and (iiv) the Administrative Agent shall receive at the time of each partial assignment shall be made as an assignment of a proportionate part of all such assignment, from the assigning or assignee 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 payment of its rights and obligations among separate credits on a non-pro rata basis; (iii) any refundable assignment fee of a Commitment relating to a credit under which Letters of Credit may $5,000, and, PROVIDED FURTHER, that such transfer or assignment will not be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless effective until the Person that Assignment Agreement in respect thereof is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 12.4(c), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 12.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 12.4(c) would, at the time of such assignment, result in increased costs under section 2.10 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be unreasonably withheld or delayed) unless:obligated to pay any other increased costs of the type referred to above in this sentence resulting from changes after the date of the respective assignment).

Assignments by Lenders. Any (i) Subject to the conditions set forth in paragraph (b)(ii) of this Section, any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (iA) except the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default has occurred and is continuing or continuing, any other assignee; (B) the Administrative Agent; and (C) in the case of an assignment of all or a portion of a Revolving Commitment, the entire remaining amount of the assigning Lender’s Commitment Swingline Lender and the Loans at Issuing Lender. (ii) Assignments shall be subject to the time owing to it or following additional conditions: (A) except 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 of any Class, the aggregate amount of the Commitment being assigned (which for this purpose includes or Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,0005,000,000 or, in the case of any assignment in respect of a revolving facilityIncremental Term Commitment or an Incremental Term Loan, or $1,000,000, and the minimum Commitment of an assigning Lender shall not be less than $5,000,000 after giving effect to any partial assignment, in the each case of any assignment in respect of a term facility, unless each of the Borrower and the Administrative Agent andotherwise consents, 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 Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iiB) 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 credits on in respect of one Class of Commitments or Loans; (C) the assignor and assignee party to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a non-pro rata basis;processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) any assignment Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Commitment relating Lender under this Agreement, and the assigning Lender thereunder shall, to a credit the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under which Letters this Agreement (and, in the case of Credit may be issued must be approved by any Issuing Bank (an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such approval not Lender shall cease to be unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or delayed) unless the Person that is the proposed assignee is itself already transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a Commitment under that credit; sale by such Lender of a participation in such rights and obligations in accordance with paragraph (ive) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:of this Section.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, Letter of Credit Commitment and the Loans at the time owing to it); provided thatthat any such assignment shall be subject to the following conditions: (iA) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (a)(i)(B) of this Section; and (B) in any case not described in the case proviso to paragraph (a)(i)(A) of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lenderthis Section, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed);; provided, however, in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned. (ii) each 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 credits on a non-pro rata basis;. (iii) No consent shall be required for any assignment except to the extent required by paragraph (a)(i)(B) of a Commitment relating to a credit under which Letters this Section and, in addition: (A) the consent of Credit may be issued must be approved by any Issuing Bank the Borrower (such approval consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the Person that time of such assignment or (y) such assignment is the proposed assignee is itself already to a Lender, an Affiliate of a Lender with a Commitment under or an Approved Fund, provided that creditthe Borrower’s consent shall not be required during the primary syndication of the credit facility evidenced by this Agreement; (ivB) any assignment must be approved by the consent of the Administrative Agent (such approval consent not to be unreasonably withheld or delayed) unless:shall be required for assignments if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and (C) the consent of each Issuing Bank and the Swingline Lender (such consents not to be unreasonably withheld or delayed) shall be required for any assignment. (iv) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (v) No such assignment shall be made to (A) the Borrower or any of the Borrower’s 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). (vi) No such assignment shall be made to a natural Person. (vii) 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, each Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest and fees accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline 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 paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.14, 2.15 and 9.03 and 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 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 (c) of this Section. (b) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee, if any, referred to in Section 9.05(a) and any written consent to such assignment required by Section 9.05(a), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register (as defined below). No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in New York, New York 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 Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice. (c) Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, the Swingline Lender or the Issuing Banks, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 8.08 with respect to any payments made by such Lender to its Participant(s). Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.16 (it being understood that the documentation required under Section 2.16 shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.14 and 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.18 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.17 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); , provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $US$5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basisAgreement; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any the Issuing Bank Banks (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditLender; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, 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 Mxxxx’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 the Parties acknowledge and agree that the consent of the Borrower shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; and (vi) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of [Redacted – Commercially sensitive information] and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent. (b) Subject to acceptance and recording thereof by the Agent pursuant to Section 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 Agreement 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 13.7, 13.8 and 13.9, and shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring 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 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 11.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees Assignees, all or a portion of its rights and obligations under this Agreement (Agreement, including all or a portion of its Commitment Commitments and the Loans (including for purposes of this clause (b), any participation interests in Protective Advance Exposure and any Participation Interests in the Letters of Credit) at the time owing to it); provided provided, however, that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (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 Loan 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, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility5,000,00010,000,000, unless each of the Administrative Agent and, so long as no payment or bankruptcy Event of Default has occurred and is continuing, the Borrower MKS otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed; provided that, (1) it shall not be unreasonable for MKS 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) MKS 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 MKS 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; (ii) 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 credits on a non-pro rata basis; (iii) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender Administrative Agent an Assignment and Assumption, together with a Commitment under processing and recordation fee in the amount of $3,500; provided, however, that creditthe Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; provided, further, that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (iv) No such assignment shall be made to 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 must of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be approved 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 or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans, participation interests in Protective Advance Exposure and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver a Revolving Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) unless: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) below.

Assignments by Lenders. Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld), but without notice to or consent of the Borrowers, assign to any Person (each an "Assignee" and collectively, the "Assignees") all or a portion of such Lender's Commitments; provided that (i) the amount assigned by such Lender must be at least equal to Five Million Dollars ($5,000,000) or equal to one hundred percent (100%) of such Lender's Commitments if less than Five Million Dollars ($5,000,000). Any Lender which elects to make such an assignment shall pay to the Agent, for the exclusive benefit of the Agent, an administrative fee for processing each such assignment in the amount of Three Thousand Five Hundred Dollars ($3,500.00). Such Lender and its Assignee shall notify the Agent and the Borrowers in writing of the date on which the assignment is to be effective (the "Adjustment Date"). On or before the Adjustment Date, the assigning Lender, the Agent, the Borrowers and the respective Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Agent, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of any assigning Lender following an assignment made in accordance with this Section 9.5, the Borrowers shall issue new Notes to the assigning Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the assigning Lender. In addition, notwithstanding the foregoing, any Lender may at any time assign to one or more Eligible Assignees pledge all or a any portion of its such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment Agreement, any of the entire remaining amount Commitments or any of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment Obligations 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 outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:Federal Reserve Bank. 169

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including with respect to all or a portion of its Commitment Revolving Credit Commitment(s) and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Revolving Credit Commitment(s) and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned Revolving Credit Commitment(s) (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan 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 such Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Facility, or less than $1,000,000, in the case of any assignment in respect of a term facilitythe Term B-1 Facility or Term B-2 Facility (calculated, in each case, in the aggregate with respect to multiple, simultaneous assignments by two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor and/or two or more lenders that are Affiliates) unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Facility or the Revolving Credit 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 credits Facilities on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this SECTION 10.06(B), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of a term facilitythe Term B Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed);; 123 (ii) 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 CLAUSE (iiII) shall not (A) apply to rights in respect of Swing Line Loans or (b) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) by the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Revolving Credit Lender with a Commitment under that credit(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee as set forth in ANNEX I hereto; and (v) the Eligible Assignee, if it shall not be approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of SECTIONS 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SECTION 10.06(D).

Assignments by Lenders. Any Lender Xxx Xxnder may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolver Commitment and the Loans Revolver Advances at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Xxxxxver Commitment and the Loans Revolver Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolver Commitment being assigned (which for this purpose includes Loans Revolver Advances outstanding thereunder) or, if the applicable Revolver Commitment is not then in effect, the principal outstanding balance of the Loan Revolver Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility10,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights xxxxxs and obligations under this 167 767077577.9 Agreement with respect to the Loan Revolver Advances or the Revolver 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 credits on a non-pro rata basis; (iii) no assignment shall be made to any Defaulting Lender or its Subsidiaries or Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (iii); (iv) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) 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 consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (v) any assignment of a Revolver Commitment relating to a credit under which Letters of Credit may be issued must be approved by any the Administrative Agent and the Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Revolver Commitment under that credit(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (ivvi) 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, for which the Borrower and Guarantors shall not be obligated, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (vii) In connection with any assignment must of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be approved 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 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 Administrative Agent, the Swingline Lender, the Issuing Bank 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 Swing Advances and LC Exposure 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 168 767077577.9 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 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 8.03 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or delayedrelease of any claim of any party hereunder arising from that Lender’s xxxxxg been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) unless:of this Section.

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and participations in the Letters of Credit at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans and participations in the Loans Letters of Credit 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 Commitment, Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance or Letters of the Loan of the assigning Lender Credit subject to each such assignment (determined as of the date the Assignment and Assumption Agreement 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 $5,000,0002,500,000 or an integral multiple of $1,000,000 in excess thereof; provided, in that two or more related Approved Funds will be treated as one assignee for purposes of determining compliance with the case of any minimum assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)amount; (iib) 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 Commitments, Loans or the Commitment participations in Letters of Credit assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved consented to by any the Co-Borrowers, the Administrative Agent, the Swing Line Lender and each Issuing Bank (such approval in each case, not to be unreasonably withheld withheld, delayed or delayedconditioned); 138 CREDIT AGREEMENT provided, that the consent of the Co-Borrowers shall not be required (i) unless if such assignment is made to another Revolving Loan Lender or an Affiliate of a Revolving Loan Lender or (ii) during the Person continuance of an Event of Default; provided, further, that is such consent of the proposed assignee is itself already Co-Borrowers shall be deemed to have been given if the Co-Borrowers have not responded within ten Business Days of their receipt of a Lender with a Commitment under that creditrequest for such consent; (ivd) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment Agreement and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be approved waived or reduced in the sole discretion of the Administrative Agent); provided, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Approved Funds or concurrent assignments by Approved Funds to one assignee; and (e) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and if required, applicable tax forms. (ii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.1C, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such approval not Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 2.7 and 10.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. An Eligible Assignee shall not be entitled to receive any greater payment under Section 2.7 than the assigning Lender would have been entitled to receive with respect to the Loan or delayed) unless:portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Co-Borrowers’ prior written consent. Except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.1D.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s 's Commitment and the Loans at the time owing to it or in the case of an 122 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 outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (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 $5,000,0003,000,000, in the case of any assignment in respect of a revolving facilitythe Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of a term facilityeither Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed);; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met: (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to rights in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Facilities on a non-pro rata basis; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Revolving Credit Lender with a Commitment under that credit(whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount, if any, required as set forth in Schedule 11.06, and the Eligible Assignee, if it shall not be approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld or delayed) unless:a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and participations in the Letters of Credit at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans and participations in the Loans Letters of Credit 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 Commitment, Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance or Letters of the Loan of the assigning Lender Credit subject to each such assignment (determined as of the date the Assignment and Assumption Agreement 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 $5,000,0002,500,000 or an integral multiple of $1,000,000 in excess thereof; provided, in that two or more related Approved Funds will be treated as one assignee for purposes of determining compliance with the case of any minimum assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)amount; (iib) 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 Commitments, Loans or the Commitment participations in Letters of Credit assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved consented to by any the Borrower, the Administrative Agent and each Issuing Bank (such approval in each case, not to be unreasonably withheld withheld, delayed or delayedconditioned); provided, that the consent of the Borrower shall not be required (i) unless the Person that if such assignment is the proposed assignee is itself already made to another Lender or an Affiliate of a Lender with or an Approved Fund or (ii) during the continuance of an Event of Default; provided, further, that such consent of the Borrower shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a Commitment under that creditrequest for such consent; (ivd) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment Agreement and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be approved waived or reduced in the sole discretion of the Administrative Agent); provided, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Approved Funds or concurrent assignments by Approved Funds to one assignee; and (e) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and if required, applicable tax forms. (ii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.1C, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such approval not Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 2.7 and 10.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. An Eligible Assignee shall not be entitled to receive any greater payment under Section 2.7 than the assigning Lender would have been entitled to receive with respect to the Loan or delayed) unless:portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Borrower’s prior written consent. Except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.1D.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Dollar Commitment and the Loans made by it (including for purposes of this subsection (b), participations in L/C Obligations and in SwingLine Loans at the time owing to it); provided that: (i) The Agent and, in the case of assignments of Revolving Credit Dollar Commitments, the Issuer and the SwingLine Lender, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if 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). (ii) Each partial assignment shall be made as an assignment of a proportionate part of all the Assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Dollar Commitment assigned, as the case may be, except if an Event that this clause (ii) shall not apply to rights in respect of Default has occurred and is continuing or SwingLine Loans. (iii) Except in the case of an assignment of the entire remaining amount of the assigning Assigning Lender’s Revolving Credit Dollar 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 LenderFund, the aggregate amount of the Revolving Credit Dollar Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Dollar Commitment of such Lender is not then in effect, the principal outstanding balance of the Revolving Credit Loans and/or the Term 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 at least $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, 5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Borrowers otherwise consent to a lower amount (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 (ii) each partial assignment shall be made as or to an assignment of a proportionate part of all the assigning Lender’s rights Eligible Assignee 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 members of its rights and obligations among separate credits on Assignee Group) will be treated as a non-pro rata basis; (iii) any single assignment for purposes of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (determining whether such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit;minimum amount has been met. (iv) The parties to such an assignment shall execute and deliver to the Agent, for recording in the Register, an Assignment and Assumption substantially in the form of EXHIBIT D, annexed hereto, or any assignment must be other form approved by the Administrative Agent (such approval an “Assignment and Assumption”) together with a processing and recordation fee in the amount set forth in SCHEDULE 16.1, and the Eligible Assignee, if it shall not be a Lender, shall deliver to be unreasonably withheld or delayed) unless:the Agent an Administrative Questionnaire.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of any assignment made in connection with the primary syndication of the Commitment and Loans by the Arrangers or their Affiliates up to 45 days after the Closing Date or an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case an integral multiple of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01 (a), (b), (g) or (h) has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed)) and, with respect to the Borrower, such consent shall be deemed given if no objection is made by the Borrower within five Business Days after notice of the proposed assignment; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any the parties to each assignment of a Commitment relating shall execute and deliver to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent an Assignment and Assumption, together with (except in the case of any such approval assignments by the Arrangers or their respective Affiliates) a processing and recordation fee of $3,500 (provided that only one such fee shall be imposed in the case of simultaneous assignments by related Approved Funds or Affiliates of the assigning Lender), and the Eligible Assignee, if it shall not be a Lender, shall deliver to be unreasonably withheld or delayed) unless:the Administrative Agent an Administrative Questionnaire; and

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to itit (provided, however, that pro rata assignments shall not be required)); provided that: (i) except if in the case of assignments of Term Loans (or any Commitment therefor), such assignment shall be consented to by each of the Company and Agent (such consent not to be (x) unreasonably withheld or delayed, (y) in the case of the Company, required at the time an Event of Default has shall have occurred and is continuing then be continuing, or (z) required in the case of an assignment by an assigning Lender to an Affiliate or Approved Fund of such Lender or any other Lender); provided that (A) the Company shall be deemed to have consented unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received written notice thereof, and (B) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loans (or any Commitment and the Loans therefor) 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 New Term Loans (or any Commitment being assigned (which for this purpose includes Loans outstanding thereundertherefor) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) , shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility500,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Company otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); (ii) in the case of assignments of Revolving Loans or Revolving Commitments, such assignment, shall be consented to by each of the Company and Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of the Company, required at any time an Event of Default shall have occurred and then be continuing, or (z) required in the case of an assignment by an Assigning Lender to an Affiliate or Approved Fund of such Lender or any other Revolving Lender); provided that (A) the Company shall be deemed to have consented to any such assignment of Revolving Loans or Revolving Commitments unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received written notice thereof and (B) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Loans or Revolving Commitments or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Revolving Loans and Revolving Commitments of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (iii) each partial assignment shall be made as an assignment of a proportionate part of all the 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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit assigned under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditFacilities; (iv) any the parties to each assignment must shall execute and deliver to the Agent an Assignment and Assumption; such Assignment and Assumption to be approved (A) electronically executed and delivered to the Agent via an electronic settlement system then acceptable to the Agent (or, if previously agreed with the Agent, manually), and (B) delivered together with a processing and recordation fee of $3,500, unless waived or reduced by the Administrative Agent in its sole discretion; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire, in the form prescribed by the Agent. Subject to acceptance and recording thereof by the Agent pursuant to Section 10.07(d), 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 approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 3.04, 10.04 and 10.05 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 delayedrelease of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender). Upon request, the Company (at its expense) unless:shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d). The Agent shall not be responsible for monitoring the list of Disqualified Lenders and shall have no liability for non-compliance by any Lender.

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) and which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $5,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); provided an Assignment Agreement, PROVIDED that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, or such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $1,000,0005,000,000, (ii) at the time of any such assignment the Lender Register shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (iii) upon surrender of the old Notes, new Notes will be issued, at the Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (iv) in the case of any assignment in respect of all or any portion of a term facilityCommitment to any person, unless each other than another Lender that is not a Defaulting Lender, the consent of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount each Letter of Credit Issuer shall be required in connection with such assignment (each such consent which consents shall not to be unreasonably withheld or delayed);, and (iiv) the Administrative Agent shall receive at the time of each partial assignment shall be made as an assignment of a proportionate part of all such assignment, from the assigning or assignee 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 payment of its rights and obligations among separate credits on a non-pro rata basis; (iii) any refundable assignment fee of a Commitment relating to a credit under which Letters of Credit may $3,500, and, PROVIDED FURTHER, that such transfer or assignment will not be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless effective until the Person that Assignment Agreement in respect thereof is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 12.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 12.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 12.4(c) would, at the time of such assignment, result in increased costs under section 2.9 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be unreasonably withheld obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). Nothing in this section 12.4(c) shall prevent or delayedprohibit (i) unless:any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) any Lender which is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan 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, in the case of any assignment in respect of a revolving facilityRevolving Commitments, or and shall not be less than $1,000,000, in the case of any assignment in respect of a term facilitythe Tranche B Term Loan and the Tranche C Term Loan, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits on a non-pro rata basis; (iii) any assignment of a Revolving Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a Commitment under that credit; (iv) any assignment must processing and recordation fee in the amount, if any, required as set forth in Schedule 11.06, and the Eligible Assignee, if it shall not be approved a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayedtransfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) unless:of this Section.

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and participations in the Letters of Credit at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans and participations in the Loans Letters of Credit 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 Commitment, Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance or Letters of the Loan of the assigning Lender Credit subject to each such assignment (determined as of the date the Assignment and Assumption Agreement 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 $5,000,0002,500,000 or an integral multiple of $1,000,000 in excess thereof; provided, in that two or more related Approved Funds will be treated as one assignee for purposes of determining compliance with the case of any minimum assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)amount; (iib) 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 Commitments, Loans or the Commitment participations in Letters of Credit assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved consented to by any the Borrower, the Administrative Agent and each Issuing Bank (such approval in each case, not to be unreasonably withheld withheld, delayed or delayedconditioned); provided, that the consent of the Borrower shall not be required (i) unless the Person that if such assignment is the proposed assignee is itself already made to another Lender or an Affiliate of a Lender with or an Approved Fund or (ii) during the continuance of an Event of Default; provided, further, that such consent of the Borrower shall be deemed to have been given if the Borrower has not responded within ten Business Days of its receipt of a Commitment under that credit;request for such consent; 108 CREDIT AGREEMENT (ivd) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment Agreement and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be approved waived or reduced in the sole discretion of the Administrative Agent); provided, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Approved Funds or concurrent assignments by Approved Funds to one assignee; and (e) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and if required, applicable tax forms. (ii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.1C, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such approval not Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 2.7 and 10.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. An Eligible Assignee shall not be entitled to receive any greater payment under Section 2.7 than the assigning Lender would have been entitled to receive with respect to the Loan or delayed) unless:portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Borrower’s prior written consent. Except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.1D.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Lenders 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (a) such Lender obtains Borrower’s prior written consent for all assignments except (i) except if assignments made to another Lender or an Affiliate or Approved Fund of the Lender, (ii) during the primary syndication of the Loans and obtaining of commitments under the Loans to Persons approved by the Borrower on or prior to the Closing Date, or (iii) after the occurrence or during the continuance of an Event of Default has occurred and is continuing or Default; (b) 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Agreement 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 or an integral multiple of $1,000,000 in the case excess thereof (which minimum amounts may be satisfied through aggregation of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityall related funds), unless each of the Administrative Agent andotherwise consents, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)withheld; (iic) 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; and (d) (i) subject to Section 9.1B(ii), the parties to each assignment shall execute and deliver to the Agent an Assignment Agreement via an electronic settlement system acceptable to the Agent (or, if previously agreed with the Agent, manually), and shall pay to the Agent a processing and recording fee of $3,500 (which fee may be waived or reduced in the Commitment assignedreasonable discretion of the Agent), except that this clause and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent, if required, applicable tax forms. (ii) Subject to acceptance and recording thereof by the Agent pursuant to Section 9.1C, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall not prohibit any Lender from assigning all or be a portion party to this Agreement and, to the extent of its the interest assigned by such Assignment Agreement, have the rights and obligations among separate credits on of a non-pro rata basis; Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (iiiand, in the case of an Assignment 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 Section 2.7 with respect to facts and circumstances occurring prior to the effective date of such assignment. An Eligible Assignee shall not be entitled to receive any greater payment under Section 2.7 than the assigning Lender would have been entitled to receive with respect to the Loan or portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Borrower’s prior written consent. Except in the case of an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund with respect to a Lender, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (participation in such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender rights and obligations in accordance with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:Section 9.1D.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans Advances at the time owing to it); , provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityUS$10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower Borrowers otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basisAgreement; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditLender; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, 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 an Affiliate of a Lender) or a Default has occurred and is continuing; provided that the Parties acknowledge and agree that the consent of the Borrowers' shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; (vi) unless an Event of Default has occurred and is continuing, no assignment shall be permitted unless immediately following such assignment: (A) the assigning Lenders' Applicable Percentage will be equal to the assigning Lender's Applicable Percentage (as defined in the HB Peru ARCA) under the HB Peru ARCA; and (B) the applicable Eligible Assignee's Applicable Percentage will be equal to the applicable Eligible Assignee's Applicable Percentage (as defined in the HB Peru ARCA) under the HB Peru ARCA; and (vii) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of US$3,500 and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. (b) Subject to acceptance and recording thereof by the Agent pursuant to Section 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 Agreement 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 13.8, 13.9 and 13.10, and shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring 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 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 11.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by a Borrower or a new Advance to a Borrower.

Assignments by Lenders. Any Lender (1) Each LENDER may at any time assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement upon consent of BORROWER (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an so long as no Event of Default has occurred and is continuing continuing) and AGENT, which consent shall not be unreasonably withheld (including, without limitation, all or a portion of its Commitment, the Advances owing to it, and the Revolving Note or Revolving Notes held by it); provided, however, that the following shall apply: (i) no such consent shall be required in the case of an any assignment to the Federal Reserve Bank; (ii) each such assignment shall be of the entire remaining amount a constant, and not a varying, percentage of all of the assigning Lender’s Commitment LENDER's rights and obligations under this Agreement; (iii) 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject LENDER being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such assignment is delivered assignment) shall in no event be less than Five Million ($5,000,000) Dollars, must be in an integral multiple of One Million ($1,000,000) Dollars thereafter, and the assigning LENDER must retain at least Five Million ($5,000,000) Dollars of its Commitment provided, however, that any LENDER may assign any portion of its Commitment to another LENDER, provided the Administrative Agent orassigning LENDER retains at least Five Million ($5,000,000) Dollars of its Commitment) and provided further, if “Trade Date” is specified however, that in the Assignment and Assumption, as event that any LENDER is the holder of the Trade Date) shall not be a Commitment in an amount less than $5,000,000, such LENDER's assignment must be for the entirety of its Commitment; and (iv) each such assignment shall be to an Eligible Assignee. (2) Upon such execution, delivery, acceptance and recording (if applicable), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least fifteen Business Days after the case of any assignment in respect execution thereof, the following shall apply: (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a revolving facilityLENDER hereunder, or $1,000,000and (ii) the LENDER assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of any assignment in respect an Assignment and Acceptance covering all or the remaining portion of an assigning LENDER's rights and obligations under this Agreement, such LENDER shall cease to be a term facility, unless each of the Administrative Agent and, so long as no Default has occurred party hereto). (3) By executing and is continuingdelivering an Assignment and Acceptance, the Borrower otherwise consent LENDER assignor thereunder and the assignee thereunder confirm to a lower amount and agree with each other and the other parties hereto as follows: (each i) other than as provided in such consent not Assignment and Acceptance, such assigning LENDER makes no representation or warranty and assumes no responsibility with respect to be unreasonably withheld any statements, warranties or delayed)representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) each partial assignment shall be made as an assignment such assigning LENDER makes no representation or warranty and assumes no responsibility with respect to the financial condition of a proportionate part BORROWER or the performance or observance by BORROWER of all the assigning Lender’s rights and any of its 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 other instrument or a portion of its rights and obligations among separate credits on a non-pro rata basisdocument furnished pursuant hereto; (iii) any assignment such assignee confirms that it has received a copy of a Commitment relating this Agreement, together with copies of such financial statements and such other documents and information as it has deemed appropriate to a make its own credit under which Letters of Credit may be issued must be approved by any Issuing Bank (analysis and decision to enter into such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditAssignment and Acceptance; (iv) such assignee will, independently and without reliance upon AGENT, such assigning LENDER or any other LENDER and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes AGENT to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to AGENT by the terms hereof, together with such powers as are reasonably incidental thereto; an (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LENDER. (4) Upon its receipt of an Assignment and Acceptance executed by an assigning LENDER and an assignee representing that it is an Eligible Assignee, together with any Revolving Note subject to such assignment, AGENT shall (i) accept such Assignment and Acceptance, and (ii) give prompt notice thereof to BORROWER. (5) Within five Business Days after its receipt of such notice, BORROWER, at its own expense, shall execute and deliver to AGENT in exchange for the surrendered Revolving Note a new Revolving Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning LENDER has retained a Commitment hereunder, a new Revolving Note to the order of the assigning LENDER in an amount equal to the Commitment retained by it hereunder. Such new Revolving Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit "A" hereto. (b) Any LENDER may, in connection with any assignment must be approved or proposed assignment pursuant to this Section, disclose to the assignee or proposed assignee, any information relating to BORROWER furnished to LENDER by or on behalf of BORROWER; provided that, prior to any such disclosure, the Administrative Agent (assignee or proposed assignee shall agree to preserve the confidentiality of any confidential information relating to BORROWER received by it from such approval not LENDER to be unreasonably withheld or delayed) unless:the same extent as AGENT and the LENDERS.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning LenderXxxxxx’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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); ; (iib) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (iib) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:a

Assignments by Lenders. Any Notwithstanding the foregoing, (x) any Lender may assign all or a fixed portion of its Loans and/or Commitment, and its rights and obligations hereunder, to another Lender that is not a Defaulting Lender, or to an Affiliate of any Lender (including itself) and which is not a Defaulting Lender and which is a commercial bank, financial institution or other "accredited investor" (as defined in SEC Regulation D), and (y) any Lender may assign all, or if less than all, a fixed portion, equal to at any time assign least $5,000,000 in the aggregate for the assigning Lender or assigning Lenders, of its Loans and/or Commitment and its rights and obligations hereunder, to one or more Eligible Assignees all or Transferees, each of which assignees shall become a portion of its rights and obligations under party to this Agreement (including all or as a portion Lender by execution of its Commitment and the Loans at the time owing to it); provided an Assignment Agreement, PROVIDED that:, (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the 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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facilityportion of any Loans and/or Commitment of a Lender, or such Lender shall retain a minimum fixed portion of all Loans and Commitments equal to at least $1,000,0005,000,000, (ii) at the time of any such assignment Annex I shall be deemed modified to reflect the Commitments of such new Lender and of the existing Lenders, (iii) upon surrender of the old Notes, new Notes will be issued, at the Borrower's expense, to such new Lender and to the assigning Lender, such new Notes to be in conformity with the requirements of section 2.5 (with appropriate modifications) to the extent needed to reflect the revised Commitments, (iv) in the case of any assignment in respect of a term facilityclause (y) only, unless each the consent of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise each Letter of Credit Issuer shall be required in connection with any such assignment (which consent to a lower amount (each such consent shall not to be unreasonably withheld or delayed);, and (iiv) the Administrative Agent shall receive at the time of each partial assignment shall be made as an assignment of a proportionate part of all such assignment, from the assigning or assignee 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 payment of its rights and obligations among separate credits on a non-pro rata basis; (iii) any refundable assignment fee of a Commitment relating to a credit under which Letters of Credit may $3,500, and PROVIDED FURTHER, that such transfer or assignment will not be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved effective until recorded by the Administrative Agent on the Lender Register maintained by it as provided herein. To the extent of any assignment pursuant to this section 12.4(c) the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitments. At the time of each assignment pursuant to this section 12.4(c) to a person which is not already a Lender hereunder and which is not a United States person (as such approval term is defined in section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the extent that an assignment of all or any portion of a Lender's Commitment and related outstanding Obligations pursuant to this section 12.4(c) would, at the time of such assignment, result in increased costs under section 2.9 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be unreasonably withheld obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). Nothing in this section 12.4(c) shall prevent or delayedprohibit (i) unless:any Lender which is a bank, trust company or other financial institution from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, or (ii) any Lender which is a trust, limited liability company, partnership or other investment company from pledging its Notes or Loans to a trustee or agent for the benefit of holders of certificates or debt securities issued by it. No such pledge, or any assignment pursuant to or in lieu of an enforcement of such a pledge, shall relieve the transferor Lender from its obligations hereunder.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and its Revolving Loans (including for purposes of this subsection (b), Alternative Currency Risk Participations and participations in L/C – BA Obligations and in Swing Line Loans), of its Pro Rata Term A Share of the Loans Term Loan A at the time owing to it, or of its Pro Rata Term B Share of the Term Loan B at the time owing to it (such Lender’s portion of Loans, commitments and risk participations with respect to each of the Revolving Credit Facility and the Term Loan Facilities (each, an “Applicable Facility”) being referred to in this Section 11.06 as its “Applicable Share”)) at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and 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 being assigned 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 Loan 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 (A) $5,000,000, in 5,000,000 with respect to the case of any assignment in Revolving Credit Facility and (B) $1,000,000 with respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityto each Term Loan Facility, unless in either case each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed), provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the 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 credits the Applicable Facilities on a non-pro rata basisbasis or (B) apply to rights in respect of Swing Line Loans; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank the Administrative Agent, the L/C Issuer and the Swing Line Lender (such approval which consent shall not to be unreasonably withheld or delayedwithheld) unless the Person that is the proposed assignee is itself already a Lender with or an Affiliate of a Commitment under that credit;Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) any assignment must be approved by the Administrative Agent consent of the Alternative Currency Funding Fronting Lender (such approval consent not to be unreasonably withheld or delayed) unless:shall be required if upon effectiveness of the applicable assignment the proposed assignee would be an Alternative Currency Participating Lender with respect to any Alternative Currency; and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500, provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Revolving Lender or a Term Lender, as applicable, 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 4.01, 4.04, 4.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver applicable 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 subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

Assignments by Lenders. (i) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and participations in the Letters of Credit at the time owing to it); provided that: (ia) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans and participations in the Loans Letters of Credit 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 Commitment, Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance or Letters of the Loan of the assigning Lender Credit subject to each such assignment (determined as of the date the Assignment and Assumption Agreement 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 $5,000,0002,500,000 or an integral multiple of $1,000,000 in excess thereof; provided, in that two or more related Approved Funds will be treated as one assignee for purposes of determining compliance with the case of any minimum assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed)amount; (iib) 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 Commitments, Loans or the Commitment participations in Letters of Credit assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (iiic) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved consented to by any the Co-Borrowers, the Administrative Agent, the Swing Line Lender and each Issuing Bank (such approval in each case, not to be unreasonably withheld withheld, delayed or delayedconditioned); provided, that the consent of the Co-Borrowers shall not be required (i) unless if such assignment is made to another Revolving Loan Lender or an Affiliate of a Revolving Loan Lender or (ii) during the Person continuance of an Event of Default; provided, further, that is such consent of the proposed assignee is itself already Co-Borrowers shall be deemed to have been given if the Co-Borrowers have not responded within ten Business Days of their receipt of a Lender with a Commitment under that creditrequest for such consent; (ivd) any the parties to each assignment must shall execute and deliver to the Administrative Agent an Assignment Agreement and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be approved waived or reduced in the sole discretion of the Administrative Agent); provided, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Approved Funds or concurrent assignments by Approved Funds to one assignee; and (e) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and if required, applicable tax forms. (ii) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.1C, from and after the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such approval not Lender shall cease to be unreasonably withheld a party hereto) but shall continue to be entitled to the benefits of Sections 2.7 and 10.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. An Eligible Assignee shall not be entitled to receive any greater payment under Section 2.7 than the assigning Lender would have been entitled to receive with respect to the Loan or delayed) unless:portion of the Loan assigned to such Eligible Assignee, unless the grant to such Eligible Assignee is made with the Co-Borrowers’ prior written consent. Except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund with respect to a Lender, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.1D.

Assignments by Lenders. (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment Commitment, Notes and the Loans Advances at the time owing to it); provided , provided, subject to Section 11.2(e), that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facilityUS$10,000,000, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent consents to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basisAgreement; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any each Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that creditLender; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) the proposed assignee is itself already a Lender, 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 Borrower (such approval not to be unreasonably withheld or delayed) unless the proposed assignee is itself already a Lender (or an Affiliate of a Lender) or a Default has occurred and is continuing; provided that the Parties acknowledge and agree that the consent of the Borrower's shall not be considered to have been unreasonably withheld if it is withheld as a result of any proposed assignment to a Foreign Lender where as a result of such assignment any withholding taxes would be exigible in respect of such Foreign Lender; (vi) unless an Event of Default has occurred and is continuing, no assignment shall be permitted unless immediately following such assignment: (A) the assigning Lenders' Applicable Percentage will be equal to the assigning Lender's Applicable Percentage (as defined in the Hudbay ARCA) under the Hudbay ARCA; and (B) the applicable Eligible Assignee's Applicable Percentage will be equal to the applicable Eligible Assignee's Applicable Percentage (as defined in the Hudbay ARCA) under the Hudbay ARCA; and (vii) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of US$3,500 and the Eligible Assignee, if it is not a Lender, shall deliver any administrative questionnaire required by the Agent; provided that no such fee shall be payable if the Eligible Assignee is an Affiliate of a Lender. In furtherance of the foregoing, on the date of any such assignment pursuant to this Section, the Borrower shall deliver to the assigning Lender and the assignee Lender, in form and substance satisfactory to the assigning Lender and the assignee Lender, in exchange for the Peruvian Notes previously delivered by the Borrower to the assigning Lender, appropriately completed Peruvian Notes and Peruvian Note Completion Agreements, dated the effective date of such assignment, payable to such assigning Lender and to such assignee Lender, in an aggregate amount equal to their respective Advances and Commitments, after giving effect to such assignment, and otherwise duly completed. (b) Subject to acceptance (if required) and recording thereof by the Agent pursuant to Section 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 Agreement 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 13.8, 13.9 and 13.10, and shall continue to be liable for any breach of this Agreement by such Lender, in each case with respect to facts and circumstances occurring 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 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 11.4. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Advance to the Borrower. Without limiting the foregoing this Section 11.2(b) shall apply to an assignment contemplated in Sections 11.2(c) and 11.2(d) . (c) If the principal amount of the Credit (as defined in the Hudbay ARCA) is increased (or purported to be increased) pursuant to Section 2.6 of the Hudbay ARCA, the Lenders hereunder shall, concurrently with such increase (or purported increase) offer to sell and assign to each Increasing Canadian Lender and New Canadian Accordion Lender (as applicable) a portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment and the Advances at the time owing to it) such that following such assignment and sale: (i) each assigning Lenders' Applicable Percentage will be equal to such assigning Lender's Applicable Percentage (as defined in the Hudbay ARCA) under the Hudbay ARCA; and (ii) the applicable Increasing Canadian Lenders and New Canadian Accordion Lenders' Applicable Percentage will be equal to the applicable Increasing Canadian Lenders and New Canadian Accordion Lenders' Applicable Percentage (as defined in the Hudbay ARCA) under the Hudbay ARCA; in each case after giving effect to the increase (or purported increase) under the Hudbay ARCA and the assignment and sale contemplated hereby. (d) If such offer is accepted by the applicable Increasing Canadian Lender(s) and/or New Canadian Accordion Lender(s) then each Lender hereunder shall be obligated to sell and assign (in accordance with Section 11.2(e)) such portion of its rights and obligations under this Agreement and the Peruvian Notes (including all or a portion of its Commitment and the Advances at the time owing to it) as is necessary to give effect to Section 11.2(c) . (e) All sales, assignments, purchases and assumptions made pursuant to Sections 11.2(c) and 11.2(d) shall comply, mutatis mutandis, with Sections 11.2(a)(ii) and 11.2(a)(vii) provided that the assignment fee contemplated by Section 11.2(a)(vii) shall not apply to the assignments contemplated Sections 11.2(c) and 11.2(d) .

Assignments by Lenders. Any (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may at any time assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); provided that) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (iA) except the Borrower, provided that no consent of the Borrower shall be required if such assignment is to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing or in continuing, is to any other assignee; and provided further that the case Borrower shall be deemed to have consented to any such assignment unless it has objected thereto by written notice to the Administrative Agent within ten (10) days after the Borrower having received notice thereof; (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of to an assignee that is a Lender immediately prior to giving effect to such assignment; and (C) the entire remaining amount of Issuing Bank. (ii) Assignments shall be subject to the assigning Lender’s Commitment and the Loans at the time owing to it or following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, assignment of the aggregate entire remaining amount of the assigning Lender’s Revolving Credit Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effectand Loans, the principal outstanding balance amount of the Loan Revolving Credit Commitment and Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade DateAgent) shall not be less than $5,000,000, 500,000 individually with respect to each of the Revolving Credit Commitments (to the extent then in effect) and Loans and the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, Term Loans 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 Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (iiB) each partial assignment shall be made as an assignment of a proportionate proportional part of all of the assigning Lender’s rights and obligations under this Agreement with respect Agreement, including without limitation all of such Lender’s Revolving Credit Commitment and Loans, it being the express intent that the Revolving Credit Commitments, Revolving Loans and Term Loans remain held proportionately among the Lenders at all times; (C) the parties to each assignment shall execute and deliver to the Loan or Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; (D) the Commitment assignedassignee, except that this clause (ii) if it shall not prohibit be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and shall deliver notice of the Assignment and Assumption to the Borrower; and (E) in no event may any Lender from assigning assign all or a portion of its rights and obligations among separate credits on a non-pro rata basis; under this Agreement to (i) the Parent, the Borrower or any Affiliate of the Borrower, (ii) any natural person or (iii) any assignment Defaulting Lender or any of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by its Subsidiaries, or any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already who, upon becoming a Lender with a Commitment under that credit; hereunder, would constitute any of the foregoing Persons described in this clause (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless:iii).

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s '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 being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “"Trade Date” " is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower otherwise consent to a lower amount (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s '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 credits on a non-pro rata basis; (iii) any assignment of a Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself already a Lender with a Commitment under that credit; (iv) any assignment must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) unless: (A) in the case of an assignment of a Commitment relating to a revolving credit, the proposed assignee is itself already a Lender with the same type of Commitment, (B) no Event of Default has occurred and is continuing, and the assignment is of a Commitment relating to a non-revolving credit that is fully advanced, or (C) 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 Mxxxx'x Investor Services Inc., Standard & Poor's, a division of The MxXxxx-Xxxx Companies, Inc. and Dominion Bond Rating Service Limited, 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 with the same type of Commitment or a Default has occurred and is continuing; and (vi) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in an amount specified elsewhere in this Agreement9 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, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3 and 9, and shall continue to be liable for any breach of this Agreement by such Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this 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. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall not be or be deemed to be a repayment by the Borrower or a new Loan to the Borrower.

Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: that (i) except if an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment being assigned (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (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 $5,000,0001,000,000, unless each of the Administrative Agent and, in the case of any assignment in respect of a revolving facility, or $1,000,000, in the case of any assignment in respect of a term facility, unless each of the Administrative Agent and, Revolving Credit Facility for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount consents (each such consent not to be unreasonably withheld or delayed); ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loan Loans or the Commitment assigned, except that this clause (ii) shall not (x) apply to rights in respect of Swing Line Loans or (y) prohibit any Lender from assigning all or a portion of its rights and obligations among separate credits Facilities on a non-pro rata basis; ; (iii) any assignment of a Revolving Credit Commitment relating to a credit under which Letters of Credit may be issued must be approved by any Issuing Bank (such approval not to be unreasonably withheld or delayed) the Administrative Agent, the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself already a Revolving Credit Lender with a Commitment under that credit; (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) any the parties to each assignment must 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 approved 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 one or more Funds managed by the same investment advisor (which Funds are not then Lenders hereunder), only a single such $3,500 fee shall be payable for all such contemporaneous assignments and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such approval not Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be 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 unreasonably withheld a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or delayed) unless:transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).