Common use of Divisions Clause in Contracts

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to Section 2.05(b)(ii). Section 2.05(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (d) Section 2.05(b)(ii). Section 2.05(b)(ii) 3.03 of the Original Credit Agreement is hereby shall be amended and restated to read in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (vi) Section 2.05(b)(ii). Section 2.05(b)(ii) 5.21 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests equity interests at such time.” 5. Amendment to (f) Section 2.05(b)(ii). Section 2.05(b)(ii3.01(c)(ii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (d) Section 2.05(b)(ii). Section 2.05(b)(ii) 5.13 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s 's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests equity interests at such time.”". 5. Amendment to (c) Section 2.05(b)(ii). Section 2.05(b)(ii3.9(e) of the Credit Agreement is hereby amended and restated by deleting subparagraph (ii) thereof in its entirety as followsand replacing it with the following:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (m) Section 2.05(b)(ii). Section 2.05(b)(ii) 2.08 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (h) Section 2.05(b)(ii). Section 2.05(b)(ii) 2.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (d) Section 2.05(b)(ii). Section 2.05(b)(ii) 3.21 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (d) Section 2.05(b)(ii). Section 2.05(b)(ii3.03(b) (Alternative Rate of Interest) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests equity interests at such time.” 5. Amendment to (f) Section 2.05(b)(ii). Section 2.05(b)(ii5.1(q) of the Credit Term Loan Agreement is hereby amended and restated to read in its entirety as followsset forth below:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment (d) The following Section 3.02(e) is hereby added to the Loan Agreement immediately following Section 2.05(b)(ii). Section 2.05(b)(ii3.02(d) of the Credit Agreement is hereby amended and restated in its entirety as followsLoan Agreement:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment 2.3 The following Section 3.02(e) is hereby added to the Loan Agreement immediately following Section 2.05(b)(ii). Section 2.05(b)(ii3.02(d) of the Credit Agreement is hereby amended and restated in its entirety as followsLoan Agreement:

Divisions. For all purposes under the Loan Documents, in connection with any division Division or plan of division Division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests equity interests at such time.” 5. Amendment to (c) Section 2.05(b)(ii). Section 2.05(b)(ii) 2.16 of the Credit Agreement is hereby amended and restated by deleting such Section in its entirety as followsand substituting in lieu thereof the following:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation obligations or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (f) Section 2.05(b)(ii). Section 2.05(b)(ii) 2.12 of the Revolving Credit Agreement is hereby amended and restated in its entirety as followsset forth below:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s lawsrequirement of any Governmental Authority): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (d) Section 2.05(b)(ii). Section 2.05(b)(ii5.10(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.” 5. Amendment to (g) Section 2.05(b)(ii). Section 2.05(b)(ii) 2.2 of the Credit Term Loan Agreement is hereby amended and restated in its entirety as follows:

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests equity interests at such time.” 5. Amendment to (h) The first paragraph of Section 2.05(b)(ii). Section 2.05(b)(ii3.03(d) of the Credit Term Loan Agreement is hereby amended and restated in its entirety to read as follows: