Common use of Mechanics Clause in Contracts

Mechanics. (i) Transfers of the Notes by Purchasers shall be effected by execution and delivery to Company of a Transfer Agreement. Transfers made pursuant to the foregoing provision shall be effective as of the Transfer Effective Date. In connection with all transfers there shall be delivered to Company such forms, certificates or other evidence, if any, with respect to U.S. federal income tax withholding matters as the transferee under such Transfer Agreement may be required to deliver pursuant to Section 2.19(c). (ii) In connection with any transfer of rights and obligations of any Defaulting Purchaser hereunder, no such transfer shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer shall make such additional payments to Purchasers in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee of participations or subparticipations, or other compensating actions, including funding, with the consent of Company, the applicable Pro Rata Share of Notes previously requested but not funded by the Defaulting Purchaser, to each of which the applicable transferee and transferor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by manual execution and delivery to Company Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. federal income withholding tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.17(c) (Status of Lenders), together with payment to Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrower and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Revolving Commitments by Purchasers ▇▇▇▇▇▇▇ shall be effected by execution and delivery to Company the Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company the Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. federal income withholding tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.18(c) (Status of Lenders), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Companythe Borrower and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. Assignments of Dollar Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (i) Transfers of the Notes by Purchasers “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 11.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agent’s consent shall be deemed to have been granted pursuant to Section 11.6(c)(ii) with respect to any transfer effected through the Settlement Service. Subject to the other requirements of this Section 11.6, assignments and assumptions of the Loans may also be effected by manual execution and delivery to Company Administrative Agent of an Assignment Agreement, together with a processing and recordation fee of $3,500, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld or delayed); provided that (i) the foregoing fee shall not be payable in the case of an assignment to another Lender, an Affiliate of a Transfer AgreementLender or a Related Fund with respect to a Lender, and (ii) 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 a single such fee shall be payable for all such contemporaneous assignments. Transfers Initially, assignments and assumptions of Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary. Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c). 2.20. Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) In connection with any transfer so long as no Default or Event of rights Default has occurred and obligations is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Defaulting Purchaser hereunder, no Loan shall include such transfer shall be effective unless and until, in addition compensation to the other conditions thereto set forth herein, the parties to the transfer shall make such additional payments to Purchasers in an aggregate amount sufficient, upon distribution thereof assignor as appropriate (which may be outright payment, purchases agreed upon by the transferee of participations or subparticipations, or other compensating actions, including funding, assignor and the assignee with respect to all unpaid interest which has accrued on such Loan to but excluding the consent of CompanyAssignment Effective Date. On and after the applicable Assignment Effective Date, the applicable Pro Rata Share of Notes previously requested but not funded by assignee shall be entitled to receive all interest paid or payable with respect to the Defaulting Purchaserassigned Loan, to each of which whether such interest accrued before or after the applicable transferee and transferor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occursAssignment Effective Date.

Mechanics. (i) Transfers Assignments and assumptions of the Notes by Purchasers Loans and Revolving Commitments shall only be effected by execution and delivery to Company Administrative Agent of an Assignment Agreement together with a Transfer Agreementprocessing and recordation fee in the amount of three thousand five hundred Dollars ($3,500); provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer effective date specified in each Assignment Agreement (the “Assignment Effective Date”). Any assignee of any Lender under Section 10.6(c) (an “Assignee”) shall, if not already a Lender, deliver to Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrowers, their Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Governmental Rules, including Federal, state and provincial securities laws. In connection with all transfers assignments there shall also be delivered to Company Administrative Agent and Borrowers such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.18(g). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrowers and Administrative Agent, the applicable Pro Rata Share share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent, LC Issuing Banks, and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans and participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser Lender hereunder shall become effective under applicable law Governmental Rules without compliance with the provisions of this paragraphSection 10.6(d)(ii), then the assignee of such interest shall be deemed to be a Defaulting Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes by Purchasers Loans and Commitments shall only be effected by execution and delivery to Company Administrative Agent of an Assignment Agreement together with a Transfer Agreementprocessing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer effective date specified in each Assignment Agreement (the “Assignment Effective Date”). Any assignee of any Lender under Section 10.6(c) (an “Assignee”) shall, if not already a Lender, deliver to Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Company and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. In connection with all transfers assignments there shall also be delivered to Administrative Agent and Company such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.20(e) and 2.20(g). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyCompany and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent, Issuing Banks, Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans and participations in Letters of Credit and Swing Line Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by manual execution and delivery to Company Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date, subject to acceptance and recording thereof in the Register by Administrative Agent pursuant to Section 9.6(c)(iii). In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.16(c), together with payment to Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Oaktree or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrower and Oaktree, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by manual execution and delivery to Company Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. federal income withholding tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c) (Status of Lenders), together with payment to Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrower and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by execution and delivery to Company Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. federal income withholding tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.17(c) (Status of Lenders), together with payment to Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrower and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by manual execution and delivery to Company Administrative Agent of a Transfer Agreementan Assignment and Acceptance. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax Tax withholding matters as the transferee assignee under such Transfer Agreement Assignment and Acceptance may be required to deliver pursuant to Section 2.19(c2.16(c), together with payment to Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrower and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occursoccurs and any such assignment will not constitute a release of the assigning Lender from any claim of any party hereunder arising from such assigning Lender having been a Defaulting Lender.

Mechanics. (i) Transfers Assignments and assumptions of the Notes by Purchasers Loans and Commitments shall only be effected by execution and delivery to Company Administrative Agent of an Assignment Agreement together with a Transfer Agreementprocessing and recordation fee in the amount of $3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer effective date specified in each Assignment Agreement (the “Assignment Effective Date”). Any assignee of any Lender under Section 10.6(c) (an “Assignee”) shall, if not already a Lender, deliver to Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Company and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws. In connection with all transfers assignments there shall also be delivered to Administrative Agent and Company such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.20(e) and 2.20(g). (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyCompany and Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent, Issuing Banks, Swing Line Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans and participations in Letters of Credit and Swing Line Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occurs.-190- 105376510

Mechanics. Assignments of Term Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (i) Transfers of the Notes by Purchasers “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agent’s and Company’s consent shall be deemed to have been granted pursuant to Section 10.6(c)(ii) with respect to any transfer effected through the Settlement Service. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans may also be effected by manual execution delivery to the Administrative Agent of an Assignment Agreement with the prior written consent of each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary. Assignments and assumptions of Revolving Loans or Revolving Commitments shall only be effected by manual execution and delivery to Company the Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c). . Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) In connection with any transfer so long as no Default or Event of rights Default has occurred and obligations is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Defaulting Purchaser hereunder, no Term Loan (but not any Revolving Loan or Revolving Commitment) shall include such transfer shall be effective unless and until, in addition compensation to the other conditions thereto set forth herein, the parties to the transfer shall make such additional payments to Purchasers in an aggregate amount sufficient, upon distribution thereof assignor as appropriate (which may be outright payment, purchases agreed upon by the transferee of participations or subparticipations, or other compensating actions, including funding, assignor and the assignee with respect to all unpaid interest which has accrued on such Term Loan to but excluding the consent of CompanyAssignment Effective Date. On and after the applicable Assignment Effective Date, the applicable Pro Rata Share of Notes previously requested but not funded by assignee shall be entitled to receive all interest paid or payable with respect to the Defaulting Purchaserassigned Term Loan, to each of which whether such interest accrued before or after the applicable transferee and transferor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occursAssignment Effective Date.

Mechanics. Assignments of Term Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agents as designated in writing from time to time to the Lenders by Administrative Agents (i) Transfers of the Notes by Purchasers "Settlement Service"). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agents' and Borrower's consent shall be deemed to have been granted, with regard to any Lender set forth on a list of pre-approved lenders agreed to in advance between Borrower and GSCP, pursuant to Section 10.6(c)(ii) with respect to any transfer effected through the Settlement Service. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans may also be effected by manual execution and delivery to Company the Administrative Agents of a Transfer an Assignment Agreement with, in the case of an assignment pursuant to Section 10.6(c)(ii), the prior written consent of each of Borrower and Administrative Agents (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agents notify Lenders to the contrary. Assignments and assumptions of Revolving Loans and Revolving Commitments shall only be effected by manual execution and delivery to the Administrative Agents of an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agents such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.20(c). . Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is 108 delivered to the Lenders from the Administrative Agents or (ii) In connection with any transfer so long as no Default or Event of rights Default has occurred and obligations is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Defaulting Purchaser hereunder, no Term Loan (but not any Revolving Loan or Revolving Commitment) shall include such transfer shall be effective unless and until, in addition compensation to the other conditions thereto set forth herein, the parties to the transfer shall make such additional payments to Purchasers in an aggregate amount sufficient, upon distribution thereof assignor as appropriate (which may be outright payment, purchases agreed upon by the transferee of participations or subparticipations, or other compensating actions, including funding, assignor and the assignee with respect to all unpaid interest which has accrued on such Term Loan to but excluding the consent of CompanyAssignment Effective Date. On and after the applicable Assignment Effective Date, the applicable Pro Rata Share of Notes previously requested but not funded by assignee shall be entitled to receive all interest paid or payable with respect to the Defaulting Purchaserassigned Term Loan, to each of which whether such interest accrued before or after the applicable transferee and transferor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occursAssignment Effective Date.

Mechanics. (i1) Transfers Assignments and assumptions of the Notes Loans and Commitments (Revolver) by Purchasers Lenders shall be effected by manual execution and delivery to Company the Administ rative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments 133 there shall be delivered to Company the Administrative Agent such forms, certificates cert if icates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.15(c), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any Af f iliate thereof or (z) in the case of an assignee that is already a Lender or is an af f iliate of a Lender or a Person under common management with a Lender). (ii2) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers the Administrative Agent in an aggregate amount sufficientsuf ficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Companythe Borrower and the Administrative Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that if any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by manual execution and delivery to Company Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent and/or Borrower (as applicable) such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.20(c), together with payment to Administrative Agent of a registration and processing fee of $3,500 (which fee (x) shall not be payable in connection with any assignment by an assigning Lender to such Lender’s Affiliates or Related Funds (or, for the avoidance of doubt with respect to the Rolled-Up Loans, their applicable designees) or (y) may be waived by Administrative Agent). Notwithstanding anything to the contrary, no assignment and assumption shall be permitted unless the assignee is or becomes a party to the RSA in accordance with its terms. (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee of participations or subparticipations, or other compensating actions, including funding, with the consent of Company, the applicable Pro Rata Share of Notes previously requested but not funded by the Defaulting Purchaser, to each of which the applicable transferee and transferor hereby irrevocably consent)appropriate, to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans and Commitments. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.

Mechanics. Assignments of Term Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (i) Transfers of the Notes by Purchasers “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agent’s and Company’s consent shall be deemed to have been granted pursuant to Section 10.6(c)(ii) with respect to any transfer of a Term Loan effected through the Settlement Service. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans may also be effected by manual execution delivery to the Administrative Agent of an Assignment Agreement with the prior written consent of each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary. Assignments and assumptions of Revolving Loans or Revolving Commitments shall only be effected by manual execution and delivery to Company the Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c). ) and such other documents as the Administrative Agent may reasonably request. Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) so long as no Default or Event of Default has occurred and is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Term Loan (but not any Revolving Loan or Revolving Commitment) shall include such compensation to the assignor as may be agreed upon by the assignor and the assignee with respect to all unpaid interest which has accrued on such Term Loan to but excluding the Assignment Effective Date. On and after the applicable Assignment Effective Date, the applicable assignee shall be entitled to receive all interest paid or payable with respect to the assigned Term Loan, whether such interest accrued before or after the applicable Assignment Effective Date. In connection with any transfer assignment hereunder to any Person meeting the criteria of rights and obligations clause (ii) of any Defaulting Purchaser hereunder, no such transfer shall be effective unless and until, in addition to the other conditions thereto set forth hereindefinition of the term of “Eligible Assignee”, the parties assignor and assignee shall pay to the transfer shall make Administrative Agent a processing and recordation fee of $3,500 for each such additional payments assignment (provided that only one such fee will be payable in connection simultaneous assignments to Purchasers in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee of participations two or subparticipations, or other compensating actions, including funding, with the consent of Company, the applicable Pro Rata Share of Notes previously requested but not funded by the Defaulting Purchaser, to each of which the applicable transferee and transferor hereby irrevocably consentmore Related Funds), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occurs.

Mechanics. Assignments of Term Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (i) Transfers of the Notes by Purchasers “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agent’s and Borrower’s consent shall be deemed to have been granted pursuant to Section 10.6(c)(ii) with respect to any transfer effected through the Settlement Service. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans may also be effected by manual execution delivery to the Administrative Agent of an Assignment Agreement with the prior written consent of each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary. Assignments and assumptions of Revolving Loans and Revolving Commitments shall only be effected by manual execution and delivery to Company the Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.20(c). . Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) In connection with any transfer so long as no Default or Event of rights Default has occurred and obligations is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Defaulting Purchaser hereunder, no Term Loan (but not any Revolving Loan or Revolving Commitment) shall include such transfer shall be effective unless and until, in addition compensation to the other conditions thereto set forth herein, the parties to the transfer shall make such additional payments to Purchasers in an aggregate amount sufficient, upon distribution thereof assignor as appropriate (which may be outright payment, purchases agreed upon by the transferee of participations or subparticipations, or other compensating actions, including funding, assignor and the assignee with respect to all unpaid interest which has accrued on such Term Loan to but excluding the consent of CompanyAssignment Effective Date. On and after the applicable Assignment Effective Date, the applicable Pro Rata Share of Notes previously requested but not funded by assignee shall be entitled to receive all interest paid or payable with respect to the Defaulting Purchaserassigned Term Loan, to each of which whether such interest accrued before or after the applicable transferee and transferor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occursAssignment Effective Date.

Mechanics. Assignments of Term Loans by Lenders may be made via an electronic settlement system acceptable to Administrative Agent as designated in writing from time to time to the Lenders by Administrative Agent (i) Transfers of the Notes by Purchasers “Settlement Service”). Each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements of the Settlement Service in connection with effecting any transfer of Loans pursuant to the Settlement Service. Administrative Agent’s and Company’s consent shall be deemed to have been granted pursuant to Section 10.6(c)(ii) with respect to any transfer effected through the Settlement Service. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans may also be effected by manual execution delivery to the Administrative Agent of an Assignment Agreement with the prior written consent of each of Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual execution until Administrative Agent notifies Lenders to the contrary. Assignments and assumptions of Revolving Loans and Revolving Commitments shall only be effected by manual execution and delivery to Company the Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date. In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.20(c). . Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) In connection with any transfer so long as no Default or Event of rights Default has occurred and obligations is continuing, payment to the assignor by the assignee in respect of the settlement of an assignment of any Defaulting Purchaser hereunder, no Term Loan (but not any Revolving Loan or Revolving Commitment) shall include such transfer shall be effective unless and until, in addition compensation to the other conditions thereto set forth herein, the parties to the transfer shall make such additional payments to Purchasers in an aggregate amount sufficient, upon distribution thereof assignor as appropriate (which may be outright payment, purchases agreed upon by the transferee of participations or subparticipations, or other compensating actions, including funding, assignor and the assignee with respect to all unpaid interest which has accrued on such Term Loan to but excluding the consent of CompanyAssignment Effective Date. On and after the applicable Assignment Effective Date, the applicable Pro Rata Share of Notes previously requested but not funded by assignee shall be entitled to receive all interest paid or payable with respect to the Defaulting Purchaserassigned Term Loan, to each of which whether such interest accrued before or after the applicable transferee and transferor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser to Purchaser hereunder (and interest accrued thereon), and (y) acquire (and purchase as appropriate) its full Pro Rata Share of all Notes. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser for all purposes of this Agreement until such compliance occursAssignment Effective Date.

Mechanics. (i) Transfers Assignments and assumptions of the Notes Loans and Commitments by Purchasers Lenders shall be effected by manual execution and delivery to Company Administrative Agent of a Transfer an Assignment Agreement. Transfers Assignments made pursuant to the foregoing provision shall be effective as of the Transfer Assignment Effective Date, subject to acceptance and recording thereof in the Register by Administrative Agent pursuant to Section 9.6(c)(iii). In connection with all transfers assignments there shall be delivered to Company Administrative Agent such forms, certificates or other evidence, if any, with respect to U.S. United States federal income tax withholding matters as the transferee assignee under such Transfer Assignment Agreement may be required to deliver pursuant to Section 2.19(c2.13(c), together with payment to Administrative Agent of a registration and processing fee of $3,500, which may be waived or reduced at the sole discretion of the Administrative Agent. No such fee shall be due in the case of an assignment to an Affiliate or Related Fund of such assigning Lender. (ii) In connection with any transfer assignment of rights and obligations of any Defaulting Purchaser Lender hereunder, no such transfer assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the transfer assignment shall make such additional payments to Purchasers Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the transferee assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of CompanyBorrower and Agent, the applicable Pro Rata Share of Notes Loans previously requested but not funded by the Defaulting PurchaserLender, to each of which the applicable transferee assignee and transferor assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Purchaser Lender to Purchaser Administrative Agent and each Lender hereunder (and interest accrued thereon), and (y) acquire (and purchase fund as appropriate) its full Pro Rata Share of all NotesLoans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Purchaser 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 Purchaser Lender for all purposes of this Agreement until such compliance occurs.