Common use of Successors and Assigns; Participations and Assignments Clause in Contracts

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten Business Days after having received written notice thereof; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); andFund. (C) in the case Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof all or any portion of a Term Loan or Term Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000than, in the case of the Revolving Facility or (y) Facility, $1,000,0005,000,000 or, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case Issuing Lender (such consent not to be unreasonably withheld), provided that no consent of the Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof 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 assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Bank (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void) and (ii) no Lender Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Administrative Agent’s and each Bank’s Affiliates and their respective directors, officers, employees, agents and advisors) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, Bank may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Company (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower Company shall be required (x) for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund Bank from such Bank or (as defined below), or, y) if an Event of Default under Section 8.1(aSections 9(a) or 8.1(f(i) has occurred and is continuing, any other Personoccurred; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (x) a LenderBank, an Affiliate affiliate of a Lender Bank or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cas defined below); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a LenderBank, an Affiliate affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Bank Commitments or Loans under any Facilityhereunder, the amount of the Commitments or Loans of the assigning Lender Bank subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Company and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender Bank and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of by the Administrative AgentAgent in its discretion); provided that only one such a single processing and recordation fee shall be payable in the case respect of multiple contemporaneous assignments to or by two or more related Approved FundsFunds with respect to any Lender; and (C) the Assignee, if it shall not be a LenderBank, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Bank (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void) and (ii) no Lender Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Administrative Agent’s and each Bank’s Affiliates and their respective directors, officers, employees, agents and advisors) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, Bank may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Company (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower Company shall be required (x) for an assignment to a LenderBank, an Affiliate affiliate of a LenderBank, or an Approved Fund (as defined below), or, ) or (y) if an Event of Default under Section 8.1(aSections 9(a) or 8.1(f(i) has occurred and is continuing, any other Personoccurred; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (x) a LenderBank, an Affiliate affiliate of a Lender Bank or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a LenderBank, an Affiliate affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Bank Commitments or Loans under any Facilityhereunder, the amount of the Commitments or Loans of the assigning Lender Bank subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Company and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender Bank and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a LenderBank, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Bank (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void) and (ii) no Lender Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Administrative Agent’s and each Bank’s Affiliates and their respective directors, officers, employees, agents and advisors) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, Bank may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Company (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower Company shall be required (x) for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund Bank from such Bank or (as defined below), or, y) if an Event of Default under Section 8.1(aSections 9(a) or 8.1(f(i) has occurred and is continuing, any other Personoccurred; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan to (x) a LenderBank, an Affiliate affiliate of a Lender Bank or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cas defined below); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a LenderBank, an Affiliate affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Bank Commitments or Loans under any Facilityhereunder, the amount of the Commitments or Loans of the assigning Lender Bank subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Company and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender Bank and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of by the Administrative AgentAgent in its discretion); provided that only one such a single processing and recordation fee shall be payable in the case respect of multiple contemporaneous assignments to or by two or more related Approved FundsFunds with respect to any Bank; and (C) the Assignee, if it shall not be a LenderBank, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.69.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a7.1(a) or 8.1(f7.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c2.5(d); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a7.1(a) or 8.1(f7.1(f) has occurred and is continuing and (2) such amounts amount shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c2.5(d).

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to (x) a Lender, an Affiliate of assignee that is a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant Commitment immediately prior to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lendergiving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) Holdings and the Borrower may not assign or otherwise transfer any of its their respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by Holdings or the Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.611.6 and (iii) the Borrower and its Subsidiaries shall not be entitled to rely on or enforce any of the provisions of this Agreement until the conditions set forth in Section 6.1 are satisfied and the Merger and first funding of Loans have been completed. (i) Subject to the conditions set forth in paragraph (b)(iic) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andprovided, further, that no consent of the Borrower shall be required for an assignment by a Conduit Lender to its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) an Assignee that is a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdingsimmediately prior to giving effect to such assignment, except in the Borrower or case of an assignment of a Subsidiary Revolving Commitment to an Assignee that does not already have a Revolving Commitment provided, further, that no consent of the Borrower in connection with Administrative Agent shall be required for an assignment by a purchase of Term Loans pursuant Conduit Lender to Section 2.11(c)its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, in case of an assignment of a Revolving Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) Term Loans, $1,000,000, in the case ) unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided that only no more than one such fee shall be payable in the case of contemporaneous connection with simultaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax formsquestionnaire; and (D) in the case of an assignment by a Conduit Lender to an Assignee that is not its designated Lender, another Conduit Lender administered or managed by such Conduit Lender’s designated Lender or such Conduit Lender’s liquidity providers (each such Assignee, a “Third Party Assignee”), such Conduit Lender’s designated Lender shall concurrently assign to the such Third Party Assignee or, if such Third Party Assignee is a conduit not administered by such designated Lender, to an Assignee designated by such Third Party Assignee an amount of its Commitment at least equal to the amount of the Loans assigned to such Third Party Assignee by such Conduit Lender; provided that if in connection with such assignment such Conduit Lender notifies the provisions Borrower or the Administrative Agent that such Conduit Lender shall not make any additional Loans under this Agreement, such Conduit Lender’s designated Lender shall assign its entire Commitment to such Third Party Assignee or, if such Third Party Assignee is a conduit not administered by such designated Lender, to an Assignee designated by such Third Party Assignee. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this clause Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with, and subject to the limitations of Section 11.6 (c). (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 or 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 4.10 unless such Participant complies with Section 4.10(d). (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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 11.6(b). Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees Eligible Assignees (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Parent Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Parent Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andand provided, further, that the Parent Borrower shall be deemed to have consented to any such assignment unless the Parent Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each any Issuing Lender and the Swingline Lenderwith significant L/C Exposure, unless a Term Loan is being assigned. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of the Revolving Term B Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B an Incremental Term Facility, $1,000,000) unless each of the Parent Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Parent Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced with respect to such processing and recordation fee, unless otherwise agreed by the Administrative Agent in its sole discretion) and (2) the sole discretion of assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the 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 the Parent Borrower and all 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 tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.611.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) or, if earlier, the “trade dateTrade Date” (if any) is specified in such the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000 (x) $5,000,000, or in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000) unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the 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 the Borrower and all 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 tax formslaws, including federal and state securities laws; (D) the Assignee shall not be a competitor of the Borrower or an affiliate of any such competitor; and (E) in the case of an assignment by a Lender to a related CLO (as defined below) managed or administered by such Lender or an Affiliate of such Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO. For the purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section 11.6, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).terms “Approved Fund”, “CLO” and “competitor” have the following meanings:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate Eligible Assignee that is an affiliate of a Lender, an Approved Fund (as defined below), any Lender party to this Agreement on the Effective Date or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (x) or an affiliate of a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant Commitment immediately prior to Section 2.11(c)giving effect to such assignment; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender, provided that no consent of any Issuing Lender and the Swingline Lendershall be required for any assignment to an Eligible Assignee. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate Eligible Assignee that is an affiliate of a any Lender or an Approved Fund party to this Agreement on the Effective Date or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 10,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its Affiliates or Approved Funds, if anyany affiliate of such Lender that is an Eligible Assignee; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, each Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all applicable tax formsor a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 clause Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. (ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent to such greater payments. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(d). (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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the date of this Agreement.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); andFund. (C) in the case Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof all or any portion of a Term Loan or Term Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000than, in the case of the Revolving Facility or (y) Facility, $1,000,0005,000,000 or, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person or the Borrower or any of its Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (B) the Administrative Agent; provided that no Agent (such consent of the Administrative Agent shall not to be required for an assignment to (x) a Lender, an Affiliate of a Lender unreasonably withheld or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cdelayed); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender(such consent not to be unreasonably withheld or delayed). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; consent (such consent not to be unreasonably withheld or delayed), provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case Issuing Lender (such consent not to be unreasonably withheld), provided that no consent of the Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof 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 assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, 5,000,000 in the case of the Revolving Facility or (y) $1,000,000, 1,000,000 in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the 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 the Borrower and all 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 tax forms; provided that the provisions of this clause laws, including Federal and state securities laws; (iiD) shall not apply to an assignment to Holdings or a Subsidiary none of the Borrower or any of its Subsidiaries or Affiliates may be an Assignee; and (E) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective Assignee that bears a relationship to the Borrower described in connection with a purchase Section 108(e)(4) of Term Loans pursuant to Section 2.11(c)the Code.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any Issuing Lender Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) Article VII has occurred and is continuing, any other Person; and (B) the Co-Administrative Agent; , provided that no consent of the Co-Administrative Agent shall be required for an assignment to 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 or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any FacilityTerm Loan or Revolving Loan, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 2,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) Article VII has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Co-Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAcceptance, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Administrative Questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the affiliates of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to of (x) any Revolving Credit Commitment to an Assignee that is a Lender with a Revolving Credit Commitment immediately prior to giving effect to such assignment or (y) all or any portion of a Term Loan to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 with respect to the Revolving Credit Loans or $1,000,000, with respect to the Term Loans (x) $5,000,000, in each case other than in the case of the Revolving Facility or (y) $1,000,000, in the case an assignment of the Tranche A Term Facility or the Tranche B Term Facilityall of a Lender's interests under this Agreement), unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if anycontinuing; (B) each partial assignment shall be made as an assignment of a proportionate part of each of the assigning Lender's rights and obligations under this Agreements, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of the Revolving Credit Commitments or Term Loans. (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that with only one such fee shall be payable in connection with the case of contemporaneous simultaneous assignments to or by two or more related Approved FundsFunds that are administered or managed by the same entity or affiliated entities); and (CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues issued any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees other than a natural person (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: (A) delayed and such consent shall be deemed given if the Borrower; Borrower has not objected within 5 Business Days of a written request for consent), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld, conditioned or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; Company, provided that no consent of the Borrower Company shall be required for an assignment (1) to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund (as defined below) or (y2) Holdings, if an Event of Default has occurred and is continuing; (B) the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Administrative Agent; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderLenders. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Company and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax formsquestionnaire; provided that the provisions of this clause and (iiD) no such assignment shall not apply be made to (I) a Borrower or an assignment to Holdings Affiliate or a Subsidiary of a Borrower, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the Borrower foregoing Persons described in connection this subclause (II), (III) a natural person or (IV) any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Limited Fronting Lender Agreement with a purchase of Term Loans pursuant to Section 2.11(cLender which is a NAIC Approved Bank).

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person, the Borrower or any Subsidiary or Affiliate of the Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no Agent (such consent of the Administrative Agent shall not to be required for an assignment to (x) a Lender, an Affiliate of a Lender unreasonably withheld or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cdelayed); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans under any FacilityLoans, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) Subject to the conditions set forth in paragraph (b)(iib) (ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate Eligible Assignee that is an affiliate of a Lender, an Approved Fund (as defined below), any Lender party to this Agreement on the Effective Date or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (x) or an affiliate of a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant Commitment immediately prior to Section 2.11(c)giving effect to such assignment; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender, provided that no consent of any Issuing Lender and the Swingline Lendershall be required for any assignment to an Eligible Assignee. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate Eligible Assignee that is an affiliate of a any Lender or an Approved Fund party to this Agreement on the Effective Date or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no 1)no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) 2)with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its Affiliates or Approved Funds, if anyany affiliate of such Lender that is an Eligible Assignee; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire. (iii) Subject to acceptance and recording thereof pursuant to paragraph(b) (iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 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 . (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, each Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all applicable tax formsor a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 clause Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section . (ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent to such greater payments. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(d). (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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the date of this Agreement.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; Agent and each Issuing Lender (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for assignments of Commitments and/or Loans among Lenders, affiliates of Lenders or Approved Funds within the same Facility, and provided, further, that no consent of any Issuing Lender shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderonly. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; consent (which assignment may be on a non-pro rata basis), provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); 3,500, provided that only one such fee shall be payable to the Administrative Agent in the case of contemporaneous connection with simultaneous assignments by a Lender to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees Persons that are Eligible Assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other PersonPerson that is an Eligible Assignee; andand provided further that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an the assignment of Term Loans to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) solely in the case of an assignment under the Revolving Facility, each the Issuing Lender and the Swingline LenderLender (such consent not to be unreasonably withheld or delayed). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties assigning Lender and the Assignee party to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (other than the Borrower or any of its Affiliates) (each, an “Assignee”), other than a natural person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof by overnight courier, facsimile or email; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderLenders, only if such assignment is of Revolving Commitment or Revolving Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $1,000,000 (xin the case of Term Loans) and $5,000,000, 5,000,000 (in the case of the Revolving Facility or (yFacility) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A1) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B2) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment assignment, to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A1) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000or, in the case of the Tranche A B Term Facility or the Tranche B any Incremental Term Loan Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(aSections 8(a), (f) or 8.1(f(k) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B2) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C3) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; and (4) in the case of an assignment to a CLO (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of this clause such CLO, agree to any amendment, modification or waiver that (ii1) shall not apply to an assignment to Holdings or a Subsidiary requires the consent of the Borrower in connection with a purchase of Term Loans each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 2.11(c)10.1 and (2) directly affects such CLO.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, assign to one or more Eligible Assignees (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”Institution), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to (i) a LenderLender or (ii) in the case of an assignment of Term Loans, an Affiliate of a Lender, Lender or an Approved Fund (as defined below), or, ) or (iii) if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person, provided further the Borrower may withhold its consent to any assignment if such assignment would require the Borrower to make any additional filing with any Governmental Authority or qualify any Loan or Note under the laws of any foreign jurisdiction and the Borrower shall be entitled to request and receive such information and assurances as it may reasonably request from any Lender or any Eligible Assignee to determine whether any such filing or qualification is required or whether any assignment is otherwise in accordance with applicable law; provided, further, that, solely with respect to Term Loans, the Borrower shall be deemed to have consented to any assignment requiring its consent unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c2.11(b); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender Bank and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B New Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that (i) only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; andFunds and (ii) such fee does not apply to assignments by the Lead Arrangers; (C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c2.11(b); (D) the Eligible Assignee, if a Sponsor Affiliated Lender, (1) after giving effect to such assignment, to all other assignments and participations with all Sponsor Affiliated Lenders and to all Term Loans purchased and cancelled pursuant to Section 2.11(b), the aggregate principal amount of all Loans and Commitments then held by all Sponsor Affiliated Lenders (whether by assignment, participation or other derivative transaction) shall not exceed 25% of the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Revolving Commitments then in effect, or, if the Revolving Commitments have been terminated, the Revolving Extensions of Credit then outstanding, (2) shall execute a waiver in form and substance reasonably satisfactory to Administrative Agent that it shall have no right whatsoever so long as such Person is a Sponsor Affiliated Lender (i) to consent to any amendment, modification, waiver, consent or other such action with respect to any of the terms of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, or to direct or require the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, (ii) to require any Agent or other Lender to undertake any action (or refrain from taking any action) with respect to this Agreement or any other Loan Document, (iii) otherwise vote on any matter related to this Agreement or any other Loan Document, (iv) to attend (or receive any notice of) any meeting, conference call or correspondence with any Agent or Lender or receive any information from any Agent or Lender, (v) to have access to the Platform (including, without limitation, that portion of the Platform that has been designated for “private-side” Lenders) or (vi) to make or bring any claim, in its capacity as Lender, against the Agent or any Lender with respect to the duties and obligations of such Persons under the Loan Documents, but no amendment, modification or waiver shall deprive any Sponsor Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis hereunder and (3) shall agree that it shall not exercise any right to reject a mandatory prepayment pursuant to Section 2.12 that would otherwise be available with respect to such Loans. By purchasing or being assigned the Loans and by its acceptance of the benefits of this Agreement, each Sponsor Affiliated Lender acknowledges and agrees that the Loans owned by it shall be non-voting under sections 1126 and 1129 of the Bankruptcy Code in the event that any proceeding thereunder shall be instituted by or against Borrower or any other Loan Party.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person, a Loan Party or an Affiliate of a Loan Party, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no Agent (such consent of the Administrative Agent shall not to be required for an assignment to (x) a Lender, an Affiliate of a Lender unreasonably withheld or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cdelayed); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the 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 the Borrower and all 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 tax formslaws, including Federal and state securities laws. ; provided that the provisions of this clause (ii) shall not apply to in no event may an assignment be made to Holdings or a Subsidiary Direct Competitor of the Borrower in connection with a purchase without the prior written consent of Term Loans pursuant to Section 2.11(c)the Borrower.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld delayed or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each prospective Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived treating multiple or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous simultaneous assignments by or to or by two or more related Approved FundsFunds or two or more funds that are engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business that are managed by the same investment advisor or Affiliated advisors as a single assignment); and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than (x) a natural person, (y) a Disqualified Lender or (z) a Borrower or any Affiliate or Subsidiary of any Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) Essent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower Essent shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and provided, further, that Essent shall be deemed to have consented to any such assignment unless Essent shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and (B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) Term Loans, $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility), unless the Borrower each of Essent and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower Essent shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the 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 Essent and all 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 tax forms; provided laws, including Federal and state securities laws. The Administrative Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent, to (A) post the DQ List on the Platform, including that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary portion of the Borrower in connection with a purchase of Term Loans pursuant Platform that is designated for Public Lenders and/or (B) provide the DQ List to Section 2.11(c)each Lender and/or Assignee or Participant or potential Assignee or Participant requesting the same.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees Eligible Assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for (y) an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person, or (z) any assignment by the Administrative Agent (or its affiliates); and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) an Assignee that is a Lender, an Affiliate affiliate of a Lender or an Approved Fund with respect to such Lender immediately prior to giving effect to such assignment, provided that, notwithstanding the foregoing, the consent of the Administrative Agent shall be required for an assignment made by any DT Entity to an affiliate thereof, unless such affiliate is either (i) DT or (yii) HoldingsDeutsche Telekom International Finance B.V.; provided, the Borrower that, for so long as all Lenders hereunder are DT Entities, no Lender that is a DT Entity may assign any of its rights, obligations, Loans or a Subsidiary Revolving Commitments under this Agreement to any other Person unless and until an Event of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender Default has occurred and the Swingline Lenderis continuing. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans under any FacilityLoans, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); 3,500, provided that only one such fee shall be payable in the case respect of contemporaneous assignments to or by two or more from related Approved Funds; and; (C) the Assignee, if it shall is not be already a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (D) in the case of an assignment by a Lender to a CLO that is an Affiliate of the assigning Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of, and shall be subject to the requirements imposed on it under, Sections 4.9, 4.10, 4.11, and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 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. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amount 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 may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)(ii) of this Section, and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more Eligible Assignees (a “Participant”) in all applicable tax formsor a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 clause Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of, and shall be subject to the requirements imposed on it under, Sections 4.9, 4.10, and 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. Each Lender that sells a participation shall 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 this Agreement; provided that no Lender shall have any obligation to disclose any portion of such register to any Person except to the extent such disclosure is necessary to establish that the Loans, Revolving Commitment or other interests hereunder or any other Loan Document are in registered form for United States federal income tax purposes. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 4.10 unless such Participant complies with Section 4.10(e) (which shall apply in the same manner as if such Participant were a Lender). (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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Revolving Notes to any Lender requiring Revolving Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 11.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f8(f) has occurred and is continuing, any other Person; and (B) in the case of an assignment of a Revolving Commitment or any participation in a Revolving Letter of Credit, each Issuing Lender and the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no such consent of the Administrative Agent shall be required for an assignment assignments to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans interests under any Facility, the amount of the Commitments or Loans Tranche B Term Loans, as applicable, of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $1,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $5,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f8(f) has occurred and is continuing and continuing; (2B) such amounts each partial assignment shall be aggregated made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of each Lender Facility. Section 10.6(b)(ii)(B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and its Affiliates or Approved Funds, if anyobligations in respect of a single Facility; (BC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire 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 the Borrower, the Loan Parties and all 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 tax formslaws, including Federal and state securities laws; provided and (E) No assignment shall be made to (i) a competitor (or any Affiliate thereof) of the Borrower and (ii) any other Person identified by the Borrower to the Administrative Agent in writing as of the Closing Date and (iii) (x) any Affiliate or (y) any fund that is administered or managed by an entity or an Affiliate, in each case, of the provisions of this Persons described in the preceding clause (ii) (each, a “Disqualified Lender”); it being understood and agreed that list referenced in clause (ii) above shall not apply be available to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Lenders upon request.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower Company without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6and in accordance with applicable law (and any attempted assignment or transfer not in accordance therewith shall be null and void). (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) (other than its rights with respect to Competitive Loans, assignment of which shall be governed by paragraph (iv) below) with the prior written consent of: (A) the Company (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower Company shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, to any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Loan Commitments or Loans under any FacilityLoans, the amount of the Loan Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Company and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower Company shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAcceptance, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds4,000; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (other than a natural person) (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an (x) assignment during the primary syndication of the Facilities to persons previously identified by the Lead Arrangers to, and agreed to by, the Borrower, (y) assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a9(a) or 8.1(fSection 9(f) has occurred and is continuing, any other PersonPerson or (z) assignment by the Administrative Agent (or its affiliates); provided further that notwithstanding the foregoing, the Borrower’s consent (such consent not to be unreasonably withheld or delayed) shall be required for any assignment to a Competitor; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) an Assignee that is a LenderLender immediately prior to giving effect to such assignment, except in the case of an Affiliate assignment of a Lender or Revolving Commitment to an Approved Fund Assignee that does not already have a Revolving Commitment or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase any assignment of Term Loans pursuant (including to Section 2.11(can Affiliated Lender); and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall (x) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (y) if previously agreed with the Administrative Agent, manually execute and deliver to the Borrower (orAdministrative Agent an Assignment and Assumption, at and, in each case, shall pay to the Borrower’s request, manually) together with Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Borrower an administrative questionnaire (in which the assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all requisite tax forms under Section 4.11; (D) in the case of an assignment to a related CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.01 and (2) directly affects such CLO; (E) if to Holdings, the Borrower or any Subsidiary of the Borrower, the additional limitations in Section 11.06(g); (F) if to any Affiliated Lender, to the additional limitations in Section 11.06(h); (G) assignments to Defaulting Lenders shall not be permitted; and (H) if by a Defaulting Lender, subject to the additional limitations in Section 11.06(j). (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 4.10, 4.11, 4.12 and 11.05, subject to such Lender’s continued compliance with any applicable requirements contained in such Sections); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.06 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. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 11.02 a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the Commitment of, and the principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other Loan Party, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, together with any tax formsforms required herein, the Administrative Agent (A) promptly shall accept such Assignment and Assumption and (B) record the information contained therein in the Register on the effective date determined pursuant thereto. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 clause Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.01 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.10, 4.11, and 4.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.07(b) as though it were a Lender, provided such Participant shall be subject to Section 11.07(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.10 or 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 4.11 unless such Participant complies with Section 4.11(f). (iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United States 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 Commitments, Loans, Letters of Credit or other obligations under any Loan Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (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 Credit Document) except to the extent that such disclosure is necessary to establish that the Loans are in registered form under Treas. Reg. § 5f.103-1(c). 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 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, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Loan Notes to any Lender requiring Loan Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.06(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) Any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of Term Loans to Holdings, the Borrower or any of its Subsidiaries on a non-pro rata basis through (x) Dutch Auctions open to all Lenders on a pro rata basis in accordance with the Auction Procedures or (y) open market purchases, subject to the following limitations: (i) Holdings, the Borrower and its Subsidiaries may not purchase more than $25,000,000 in aggregate principal amount of Term Loans through open market purchases in the aggregate during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing at the time of any such assignment or would result therefrom; (iii) immediately upon such acquisition (or immediately upon contribution or assignment thereto from an assignment Affiliated Lender to Holdings or the Borrower as contemplated by Section 11.06(h)(iii)), such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be automatically, irrevocably and permanently prepaid, terminated, extinguished, cancelled and of no further force and effect and none of Holdings, the Borrower or any Subsidiary shall obtain or have any rights as a Lender hereunder or under the other Loan Documents by virtue of such acquisition, capital contribution or assignment; (iv) no proceeds of the Revolving Facility may be used to effect such purchase or assignment; (v) Holdings, the Borrower and its Subsidiaries will not have the right to receive, and will not receive, information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to, and will not, attend or participate in connection with a purchase meetings or conference calls attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of Borrowings, notices or prepayments and other administrative notices; (vi) notwithstanding anything to the contrary contained herein (including in the definitions of “Consolidated Net Income” and “Consolidated EBITDA”), any non-cash gains in respect of “cancellation of indebtedness” resulting from the cancellation of any Term Loans purchased by or contributed to Holdings, the Borrower or any of its Subsidiaries shall be excluded from the determination of Consolidated Net Income and Consolidated EBITDA; and (vii) the cancellation of Term Loans pursuant to Section 2.11(c).as provided in clause (iii) above shall not constitute a voluntary or mandatory prepayment for purposes of Sec

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph paragraphs (b)(ii) and (c) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees other than Holdings or a Defaulting Lender (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andprovided, further, 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; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, provided that the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cAdministrative Agent shall acknowledge any such assignment); and (C) in the case of an assignment under the Revolving Facility, the Administrative Agent, each Issuing Lender and the Swingline Lender; Any such assignment by any Lender need not be ratable as among the Facilities. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5,000,000, 1,000,000 in the case of any assignment in respect of the Revolving Facility Facility, or (y) $1,000,000, 5,000,000 in the case of the Tranche A Term Facility or the Tranche B any assignment in respect of a Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may shall not be waived payable by Holdings or reduced in the sole discretion any of the Administrative Agentits Affiliates); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees Eligible Assignees (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) the Administrative Agent; provided that no consent of ; (C) the Administrative Agent shall be required for an assignment to (x) a Swingline Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (CD) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case ) unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (other than as permitted under this Agreement) without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided withheld), provided, that no consent of the Borrower shall be required for an assignment to a Lender, Lender or an Affiliate assignment to an affiliate of a Lender, Lender or an Approved Fund (as defined below), ) if such assignment will not result in increased costs to the Borrower or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; provided , provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan (i) by any holder of Loans to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (yii) Holdings, the Borrower or by a Subsidiary holder of Loans as of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderdate hereof. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facilityportion of the Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided , provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that in a form as the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Administrative Agent may require.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the BorrowerCedar Fair LP; provided that no consent of the Borrower Cedar Fair LP shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(aspecified in paragraph (a) or 8.1(fclause (i) or (ii) of paragraph (f) under Article 9 has occurred and is continuing, any other Person; provided further that Cedar Fair LP shall be deemed to have consented to any assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) an Assignee that is a LenderLender immediately prior to giving effect to such assignment, except in the case of an Affiliate assignment of a Lender or an Approved Fund Revolving Commitment or (y) Holdings, any assignment by the Borrower Administrative Agent (or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cits affiliates); and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each applicable Issuing Lender and the Swingline applicable Swing Line Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $2,500,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) Term Loans, $1,000,000, in the case ) unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Cedar Fair LP and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower Cedar Fair LP shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of payable to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; (D) in the case of an assignment to a CLO (as defined below) managed by such Lender or an affiliate of such Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax formsthe other Loan Documents; provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of this clause such CLO, agree to any amendment, modification or waiver that (ii1) shall not apply to an assignment to Holdings or a Subsidiary requires the consent of the Borrower in connection with a purchase of Term Loans each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 2.11(c)11.1 and (2) directly affects such CLO; and (E) in no event shall any such assignment be made to a Person that, directly or indirectly, is primarily engaged in the ownership or operation of amusement parks, water parks, theme parks or other similar properties, or to the U.S. Borrower or any of its Affiliates.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required (i) for an assignment to a Lender, an Lender or a Lender Affiliate of a Lender, an Approved Fund (as defined below), or, (ii) for an assignment by any assigning Lender of its Term Loans or (iii) if an a Default or Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, for an assignment to any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Lender Affiliate; and (C) in the case Issuing Lender, provided that no consent of any Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing to a Lender and the Swingline Lenderor Lender Affiliate or of a Term Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of Lender or a Lender or an Approved Fund Affiliate or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved FundsLender Affiliates, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided it being understood that only one such a single processing and recordation fee shall of $3,500 will be payable in the case of contemporaneous with respect to any multiple assignments by or to a Lender or by two or more related Approved Fundsa Lender Affiliate pursuant to clause (ii)(A) above that are simultaneously consummated pursuant to a single Assignment and Assumption); and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (other than the Borrower or any of its Affiliates) (each, an “Assignee”), other than a natural person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof by overnight courier, facsimile or email; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderLenders, only if such assignment is of Revolving Commitment or Revolving Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $1,000,000 (xin the case of Term Loans) and $5,000,000, 5,000,000 (in the case of the Revolving Facility or (yFacility) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrowers (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower Borrowers shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of a Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all of or any portion of a Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment under the of all or any portion of a Term Loan or a Revolving Facility, each Issuing Lender and the Swingline LenderA Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Borrowers and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower Borrowers shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitments and the Term Loans at the time owing to it) with the prior written consent (any such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an (x) assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a9(a) or 8.1(f(f) has occurred and is continuing, any other Person, (y) any assignment by the Administrative Agent or the Lead Arranger (or their affiliates), provided that any such assignment of a Term Loan Commitment pursuant to this clause (y) shall require the consent of the Borrower (such consent not to be unreasonably withheld) unless such assignment is made in connection with the primary syndication of the Facilities to a Person disclosed to the Borrower prior to the Closing Date or (z) any assignment of Term Loans; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) a Lender, an Affiliate of Assignee that is a Lender or an Approved Fund or immediately prior to giving effect to such assignment, (y) Holdings, any assignment by the Borrower Administrative Agent (or a Subsidiary of the Borrower in connection with a purchase its affiliates) or (z) any assignment of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderLoans. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitments or Term Loans under any Facility, the amount of the Term Loan Commitments or Term Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $1,000,000 and, after giving effect thereto, the assigning Lender (xif it shall retain any Terms Loans) $5,000,000, in the case of the Revolving Facility or (y) shall have Term Loan Commitments and Term Loans aggregating at least $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a9(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable Assumption, and, subject to Section 4.13, the Administrative Agent and assigning Lender or the Borrower (or, at the Borrower’s request, manually) together with assignee Lender shall pay a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of except for the Administrative Agent); provided that only one such fee shall be payable in , the case Lead Arranger and any of contemporaneous their Affiliates and the Borrower and except for assignments by a Lender to any of its Affiliates or by two or more related Approved Funds; and); (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; and (D) in the case of an assignment by a Lender to a CLO related to such Lender (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of this clause such CLO, agree to any amendment, modification or waiver that (ii1) shall not apply to an assignment to Holdings or a Subsidiary requires the consent of the Borrower in connection with a purchase of Term Loans each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 2.11(c)11.1 and (2) directly affects such CLO.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person or the Borrower or any of its Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; (B) the Administrative Agent; provided that no Agent (such consent of the Administrative Agent shall not to be required for an assignment to (x) a Lender, an Affiliate of a Lender unreasonably withheld or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cdelayed); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender(such consent not to be unreasonably withheld or delayed). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; consent (such consent not to be unreasonably withheld or delayed), provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made 509265-1594-11436-13799415 available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a), (f) or 8.1(f(g) has occurred and is continuing, any other Person other than a Competing Person; and (B) , and provided, further, that the Administrative Agent; provided that no consent of Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderwithin five Business Days after having received written notice thereof. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any the Revolving Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the 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 the Borrower and all 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 tax formslaws, including Federal and state securities laws; provided that and (D) the provisions of this clause (ii) Assignee, if it shall not apply to an assignment to be Holdings or its affiliates, shall have no voting rights as a Subsidiary Lender (it being understood that its Revolving Commitment or Revolving Extensions of the Borrower Credit shall be disregarded in connection with a purchase of Term Loans pursuant to Section 2.11(cdetermining Required Lenders).

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person, the Borrower or any Affiliate of the Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case Issuing Lender; provided that no consent of the Issuing Lender shall be required (i) for an assignment under of all or any portion of a Term Loan or (ii) if the Revolving Facility, each Issuing Lender and the Swingline Lender’s exposure in respect of Letters of Credit issued by it is less than $1,000,000. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000or, in the case of the Tranche A Term Facility or the Tranche B and any Incremental Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of (I) all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (yII) Holdings, the Borrower all or any portion of a Subsidiary of the Borrower in connection with Revolving Loan or Revolving Commitment to a purchase of Term Loans pursuant Lender that is a Revolving Lender immediately prior to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lendersuch assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000, in the case of the Revolving Facility Facility) or $1,000,000 (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, ) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided it being agreed that only one such fee shall be payable in the case respect of contemporaneous multiple concurrent assignments by a Lender to or by two one or more related Affiliates or Approved FundsFunds of such Lender, or to one or more other Lenders, or any combination thereof); and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any Issuing Lender Bank that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Existing Borrower; , provided that no consent of the Existing Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) Article VII has occurred and is continuing, any other Person; and (B) the Co-Administrative Agent; , provided that no consent of the Co-Administrative Agent shall be required for an assignment to 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 or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any FacilityTerm Loan or Revolving Loan, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 2,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Existing Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Existing Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) Article VII has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Co-Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAcceptance, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Administrative Questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment assignment, to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000or, in the case of the Tranche A B Term Facility or the Tranche B any Incremental Term Loan Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(aSections 8(a), (f) or 8.1(f(k) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; and (D) in the case of an assignment to a CLO (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of this clause such CLO, agree to any amendment, modification or waiver that (ii1) shall not apply to an assignment to Holdings or a Subsidiary requires the consent of the Borrower in connection with a purchase of Term Loans each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 2.11(c)10.1 and (2) directly affects such CLO.

Successors and Assigns; Participations and Assignments. (a) The provisions of this This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the neither Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) belowsubsection 11.6(b)(ii), any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; Borrowers, provided that no consent of the Borrower Borrowers shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; Agent and, with respect to any assignment of Revolving Commitments, each Issuing Lender, provided that no consent of the Administrative Agent or any Issuing Lender shall be required for an assignment of any Commitment or of any Loan to (x) a Lender, an Affiliate of assignee that is a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant Commitment or outstanding Loan immediately prior to Section 2.11(c); and (C) in the case giving effect to such assignment or any assignment of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderIncremental Term Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments Commitment or Loans under any FacilityLoans, the amount of the Commitments Commitment or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (xa) with respect to any assignment of Revolving Commitments, $5,000,0005,000,000 and (b) with respect to any assignment of Incremental Term Loans, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Borrowers and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower Borrowers shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) with respect to any assignment of Revolving Commitments, (i) the applicable Assignment and Assumption shall specify the aggregate amount of US Revolving Commitments and Euro Revolving Commitments being assigned (provided, that any Revolving Lender with both US Revolving Commitments and Euro Revolving Commitments may only assign its US Revolving Commitments and Euro Revolving Commitments on a pro rata basis) and (ii) each Assignee agrees that, following any Reallocation Option, it shall maintain Euro Revolving Commitments hereunder consistent with the percentage of the assigning Revolving Lender set forth in Schedule 3.17; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that questionnaire. For the provisions purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section 11.6, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).terms “Approved Fund” has the following meaning:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower Borrowers may not assign or otherwise transfer any of its their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6subsection. (iA) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitments, its Unissued Letter of Credit Commitment and the Loans at the time owing to itit under one or more Facilities) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; Company, provided that no consent of the Borrower Company shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(asubsection 7.1(a) or 8.1(f(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) a an Assignee that is an affiliate of such assigning Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) solely in the case of an any assignment under the Revolving Letter of Credit Facility, each Issuing Lender and the Swingline Lender. Bank (ii) Assignments such consent not to be unreasonably withheld or delayed), provided that no consent of any Issuing Bank shall be subject to the following additional conditions: (A) except in the case of required for an assignment to a Lender, an Affiliate Assignee that is an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the such assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and Assumption) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6(and any such attempted assignment or transfer in violation of the provisions of this Section 11.6 shall be null and void). (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a pro rata portion of its Commitments Commitment, Reimbursement Obligations and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; ACEP, provided that no consent of the Borrower ACEP shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant immediately prior to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lendergiving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments Commitments, Reimbursement Obligations or Loans under any FacilityLoans, the amount of the Commitments Commitments, Reimbursement Obligations or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower ACEP and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower ACEP shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided that only one the Lead Arranger shall not be required to pay any such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; andfee; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; (D) in the case of an assignment to a CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO; (E) each of the Lenders hereunder shall have expressly consented in writing to any assignment or transfer of the Loans to any Related Party or any Affiliate thereof; and (F) each of the Lenders hereunder shall have expressly consented in writing to the acquisition by any Related Party or any Affiliate of the right to vote as a Lender hereunder or the Trustee’s replacing the First Lien Agent (as defined in the Intercreditor Agreement) as the Controlling Party (as defined in the Intercreditor Agreement). Anything contained herein to the contrary notwithstanding, neither the payment of any fees shall nor the consent of any Person shall be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 3.9, 3.10, 3.11 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 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. (iv) The Administrative Agent shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of ACEP or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all applicable tax formsor a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments, Reimbursement Obligations and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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, and shall not provide that such Lender shall withhold its agreement with or consent to any such amendment, modification or waiver or any such enforcement action without the consent of such Participant; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.9, 3.10 or 3.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 3.9 or 3.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with ACEP’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 3.10 unless such Participant complies with Section 3.10(d). Anything contained herein to the contrary notwithstanding, no Lender may sell or otherwise transfer a participation in any portion of such Lender’s rights or obligations hereunder to a Related Party or to an Affiliate of any Related Party, and any such attempted sale or other transfer of any such participation in violation of the provisions of this clause Agreement shall be null and void. (iid) 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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings or a Subsidiary issue Notes to any Lender requiring Notes to facilitate transactions of the Borrower type described in connection with paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of ACEP or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) ), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.611.6. (i) Subject to the conditions set forth in paragraph (b)(iic) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided , provided, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a9(a) or 8.1(fSection 9(f) has occurred and is continuing, any other Person; andprovided, further, that no consent of the Borrower shall be required for an assignment by a Conduit Lender to its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers; provided, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities; (B) the Administrative Agent; provided , provided, that no consent of the Administrative Agent shall be required for an assignment to (x) an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdingsimmediately prior to giving effect to such assignment, except in the Borrower or case of an assignment of a Subsidiary Revolving Commitment to an Assignee that does not already have a Revolving Commitment provided, further, that no consent of the Borrower in connection with Administrative Agent shall be required for an assignment by a purchase of Term Loans pursuant Conduit Lender to Section 2.11(c)its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, in case of an assignment of a Revolving Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of any of the Revolving Facility or (y) Term Loans, $1,000,000, in the case ) unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided , provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided provided, that only no more than one such fee shall be payable in the case of contemporaneous connection with simultaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; (D) in the case of an assignment by a Conduit Lender to an Assignee that is not its designated Lender, another Conduit Lender administered or managed by such Conduit Lender’s designated Lender or such Conduit Lender’s liquidity providers (each such Assignee, a “Third Party Assignee”), such Conduit Lender’s designated Lender shall concurrently assign to the such Third Party Assignee or, if such Third Party Assignee is a conduit not administered by such designated Lender, to an Assignee designated by such Third Party Assignee an amount of its Commitment at least equal to the amount of the Loans assigned to such Third Party Assignee by such Conduit Lender; provided, that if in connection with such assignment such Conduit Lender notifies the Borrower or the Administrative Agent that such Conduit Lender shall not make any additional Loans under this Agreement, such Conduit Lender’s designated Lender shall assign its entire Commitment to such Third Party Assignee or, if such Third Party Assignee is a conduit not administered by such designated Lender, to an Assignee designated by such Third Party Assignee; (E) no such assignment shall be made to an assignee that is a Defaulting Lender at the time of such assignment and any such purported assignment thereto shall be deemed null and void; (F) notwithstanding anything to the contrary herein, no such assignment shall be made to any Affiliated Lender unless made in compliance with the additional terms and conditions set forth in Section 11.6(g); and (G) notwithstanding anything to the contrary herein, no such assignment shall be made to a natural person. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 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, and subject to the limitations of Section 11.6(c). (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount and stated interest of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, each Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, each Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or any other Person, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, each Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 or 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided, that such Participant shall be subject to Section 11.7(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable tax formsLender would have been entitled to receive with respect to the participation sold to such Participant. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 4.10 unless such Participant complies with Section 4.10(d). (iii) Each Lender that sells a participation shall, acting 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 rights or obligations) held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such Loan (or other right or obligation) hereunder as the owner thereof for all purposes of this Agreement notwithstanding any notice to the contrary. Any such Participant Register shall be available for inspection by the Administrative Agent at any reasonable time and from time to time upon reasonable prior notice; provided that no Lender shall have any obligation to disclose any portion of its Participant Register to any Person except to the extent such disclosure is necessary to establish that the Loans (or other rights or obligations) hereunder are in registered form for United States federal income tax purposes. (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, and this Section shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) Subject to the other provisions of this Section 11.6 and the provisions of Section 11.21, any Affiliated Lender may make Loans or Commitments or purchase an assignment of outstanding Loans or Commitments (including Incremental Loans and Incremental Commitments), on the following basis and subject to the following terms and conditions: (i) any such purchase of Loans (other than any commitment to provide Incremental Loans or any Incremental Commitments) shall be consummated as an assignment otherwise in accordance with the provisions of this clause Section 11.6 and pursuant to an Assignment and Assumption (it being understood and agreed that any such purchase of Loans that does not comply with this Section 11.6 and Section 11.21 shall not be effective as an assignment hereunder); (ii) any such purchase of Loans may be made by the applicable Affiliated Lender from time to time from one or more Lenders of such Affiliated Lender’s choosing and need not be made from all Lenders (unless such Affiliated Lender is the Borrower or any of its Subsidiaries, in which case such Affiliated Lender must offer to purchase such Loans from all Lenders on the same terms and conditions, and must make the purchase from any Lenders that accept such offer, in each case on a pro rata basis); (iii) the aggregate principal amount of the Loans and Commitments (including Incremental Loans and Incremental Commitments) held by all Affiliated Lenders shall not apply to an assignment to Holdings or a Subsidiary exceed 25% of the Borrower total principal amount outstanding under the Term Facilities and any Incremental Loans at the time of such purported assignment; (iv) no Affiliated Lender may purchase Revolving Commitments or Incremental Revolving Commitments hereunder and no Affiliated Lender may purchase any Revolving Loans or any Incremental Revolving Loans from any Lender, except from a Defaulting Lender (in which case, such Affiliated Lender shall purchase such Defaulting Lender’s Loans and shall purchase all such Loans and other amounts owing to the replaced Lender on or prior to the date of replacement and assume all obligations of the replaced Lender under the Loan Documents in connection with the purchased Revolving Loans in accordance with this Section 11.6 (except that the Borrower shall pay the registration and processing fee referred to therein and for the avoidance of doubt such purchase shall not include its Commitments)); (v) in the case of a purchase of Term Loans pursuant to Section 2.11(c).by the Borrower or any of its Subsidiaries, no proceeds of the Revolving Facility and no proceeds of any Incremental Loans drawn under any Incremental Revolving Commitments shall be used for any purchases hereunder; (vi) any Loans purchased by the Borrower or any of its Subsidiaries shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder; (vii) no Affiliated Lender may purchase any Loans wh

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person or a Defaulting Lender, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Revolving Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and provided, further, that (x) the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof and (y) the Borrower shall not be deemed to be unreasonable in withholding its consent to an assignment to any Persons that are engaged as principals primarily in private equity or venture capital or any of such Persons’ Affiliates; and (B) the Administrative Agent; provided that no Agent (such consent of the Administrative Agent shall not to be required for an assignment to (xunreasonably withheld or delayed) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Revolving Loans under any the Revolving Facility, the amount of the Commitments or Revolving Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower no Credit Party may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower a Credit Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph clause (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement or under any other Credit Document (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the either Borrower; , provided that no consent of the either Borrower shall be required for an assignment (x) to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other PersonPerson or (y) of any Lender’s rights and obligations under this Agreement in respect of such Lender’s Term Loan and Term Loan Commitment; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of Assignee that is a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant immediately prior to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lendergiving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,0001,000,000 and, in after giving effect to such assignment, the case remaining Loans and Commitments of the Revolving Facility or (y) such assigning Lender shall not be less than $1,000,000, in the each case of the Tranche A Term Facility or the Tranche B Term Facility, unless the either Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the either Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAcceptance, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; and (D) in the case of an assignment to a CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Credit Documents, provided that the Assignment and Acceptance between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 12.1 and (2) directly affects such CLO. (iii) Subject to acceptance and recording thereof pursuant to clause (b)(iv) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto 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, 2.16 and 12.5). 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 clause (c) of this Section. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices 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 amount 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, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice. (v) 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 referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of either Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all applicable tax formsor a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Credit Parties, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and, if applicable, each other Credit Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and, if applicable, each other Credit Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 12.1 and (2) directly affects such Participant. Subject to clause (c)(ii) of this Section, the Credit Parties agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.7(b) as though it were a Lender, provided that such Participant shall be subject to Section 12.7(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with either Borrower’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.15 unless such Participant complies with Section 2.15(d). (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, and this Section shall not apply to an any such pledge or assignment to Holdings of a security interest; provided that no such pledge or assignment of a Subsidiary security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (e) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of either Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 12.6(b). Each Credit -124- Party, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Revolving Commitment and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under assignments of Revolving Commitments, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments Revolving Commitment or Loans under any Facility, the amount of the Commitments Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, 10,000,000 in the case of the Revolving Facility, the Tranche A Existing Term Facility and the Tranche A Extended Term Facility or (y) $1,000,000, 1,000,000 in the case of the Tranche A B Existing Term Facility or and the Tranche B Extended Term Facility, in each case unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that with only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Fundsconnection with multiple, simultaneous assignments); and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by 105 written notice to the Administrative Agent within ten Business Days after having received written notice thereof; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); andFund. (C) in each Issuing Lender, provided that no consent of the case of Issuing Lenders shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof all or any portion of a Term Loan or Term Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000than, in the case of the Revolving Facility or (y) Facility, $1,000,0005,000,000 or, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via (provided that, in lieu of an electronic settlement system acceptable Assignment and Assumption, any assignment in connection with Section 2.22 or Section 2.26(a)(iv) may be effected pursuant to such other procedures as the Borrower and the Administrative Agent and the Borrower (ormay agree), at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) ), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.611.6. (i) Subject to the conditions set forth in paragraph (b)(iiparagraphSection 11.6(c) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower,; provided provided, that no consent of the Borrower shall be required (1) for an assignment to a Lender, an Affiliate of a Lender, or an Approved Fund (as defined below), or, (2) for an assignment to any Person if an Event of Default under Section 8.1(a9(a) or 8.1(fSection 9(f) has occurred and is continuing, any other Person; andprovided, further, that no consent of the Borrower shall be required for an(3) for an assignment by a Conduit Lender to its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers or (4) during the primary syndication of the Facilities; provided, further, 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 fiveten (510) Business Days after having received written notice thereof and provided, further, that the Borrower’s consent shall not be required during the primary syndication of the Facilities; (B) the Administrative Agent,; provided provided, that no consent of the Administrative Agent shall be required (1) for an assignment to (x) an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdingsimmediately prior to giving effect to such assignment, except in the Borrower or case of an assignment of a Subsidiary Revolving Commitment to an Assignee that does not already have a Revolving Commitment provided, further, that no consent of the Borrower in connection with Administrative Agent shall be required for anor (2) for an assignment by a purchase of Term Loans pursuant Conduit Lender to Section 2.11(c)its designated Lender, a conduit administered or managed by such Conduit Lender’s designated Lender or to such Conduit Lender’s liquidity providers; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, in case of an assignment of a Revolving Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of any of the Revolving Facility or (y) Term Loans, $1,000,000, in the case ) unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent,; provided provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided provided, that only no more than one such fee shall be payable in the case of contemporaneous connection with simultaneous assignments to or by two or more related Approved Funds; andFundssuch processing and recordation fee may be waived by the Administrative Agent in its sole discretion; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that questionnaire; (D) the provisions of this clause (ii) Assignee, if it shall not apply be a Lender, shall deliver to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans and the Administrative Agent the forms and documentation required pursuant to Section 2.11(cSections 4.10 (e)., (f) and (k);

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; Company, provided that no consent of the Borrower Company shall be required for an assignment (1) to a Lender, an Affiliate affiliate of a Lender, Lender or an Approved Fund (as defined below), or, ) or (2) if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderLenders. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Company and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax formsquestionnaire; provided that the provisions of this clause and (iiD) no such assignment shall not apply be made to (I) a Borrower or an assignment to Holdings Affiliate or a Subsidiary of a Borrower, (II) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the Borrower foregoing Persons described in connection this subclause (II), (III) a natural person or (IV) any Person which is a Non-NAIC Approved Bank (unless such Non-NAIC Approved Bank shall have in effect a Limited Fronting Lender Agreement with a purchase of Term Loans pursuant to Section 2.11(cLender which is a NAIC Approved Bank).

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; Agent and the Issuing Lender, provided that no consent of the Administrative Agent or the Issuing Lender shall be required for an assignment to 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 Fund; provided, further, that the assignment of all or (y) Holdings, any portion of a Term Loan shall not require the Borrower or a Subsidiary consent of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments Revolving Commitment or Loans under any Facility, the amount of the Commitments Revolving Commitment or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that questionnaire. For the provisions purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section 10.6, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).term “Approved Fund” has the following meaning:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6(and any attempted assignment or transfer in violation of this Section 10.6 shall be null and void). (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an (x) assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other PersonPerson or, (y) any assignment by the Administrative Agent (or its affiliates); and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant immediately prior to Section 2.11(c)giving effect to such assignment; and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; (D) in the case of an assignment to a CLO (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such CLO; and (E) at any time prior to the date that is six months after the Closing Date, after giving effect to any such assignment, an assigning Lender that was a Lender as of the Closing Date shall (together with its affiliates) retain Revolving Commitments and/or Revolving Extensions of Credit representing, in the aggregate, not less than 67% of the Revolving Commitments of such Lender and its affiliates as in effect as of the Closing Date. For the purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).terms “Approved Fund” and “CLO” have the following meanings:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a), 8.1(b) or 8.1(f8.1(g) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, provided that no consent of the Issuing Lender or the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan or for an assignment to a Lender, an affiliate of a Lender or an Approved Fund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000or, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section Sections 8.1(a), (b) or 8.1(f(g) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Facility; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that Administrative Questionnaire. For the provisions purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section 11.6, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).term “Approved Fund” has the following meaning:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person, the Borrower or any Subsidiary or Affiliate of the Borrower, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing, any other Person; and provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Converted Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans under any FacilityLoans, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) a Converted Term Loan, shall not be less than $1,000,000, in the case ) unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to itit and its Credit-Linked Deposit) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a8(a) or 8.1(f8(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of a Tranche B Term Loan or a Credit-Linked Deposit to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the of a Revolving FacilityCommitment or any participation in a Revolving Letter of Credit, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans interests under any Facility, the amount of the Commitments Commitments, Tranche B Term Loans or Loans Credit-Linked Deposits and interests in unreimbursed Institutional L/C Disbursements, as applicable, of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $1,000,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $5,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a8(a) or 8.1(f8(f) has occurred and is continuing and continuing; (2B) such amounts each partial assignment shall be aggregated made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of each Lender Facility. Section 10.6(b)(ii)(B) shall not be construed to prohibit assignment of a proportionate part of all the assigning Lender’s rights and its Affiliates or Approved Funds, if any;obligations in respect of a single Facility. (BC) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire 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 the Borrower, the Loan Parties and all 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 tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees Eligible Assignees (each, an “Assignee”), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; withheld), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof; (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of its Commitment or Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender(such consent not to be unreasonably withheld). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case ) unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof all or any portion of a Tranche B Term Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $5,000,000 (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000or, in the case of the Tranche A Term Facility or the Tranche B Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an (x) assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an a Default or Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other PersonPerson and (y) any assignment by the Administrative Agent (or its Affiliates); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or and (y) Holdings, any assignment by the Borrower Administrative Agent (or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cits Affiliates); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Term Commitments or Loans under any Facility, the amount of the Term Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 500,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided that only one such fee shall be payable in the case of contemporaneous connection with simultaneous assignments to or by two or more related Approved Funds; andprovided, further, that in connection with the initial assignments effected in connection with the primary syndication on or around the date hereof, no processing and recordation fee shall be payable by such Lenders; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; and (D) in the case of an assignment to a related CLO (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO. For the purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section 11.6, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).terms “Approved Fund” and “CLO” have the following meanings:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; ), provided that no consent of the Borrower shall be required for an assignment to (I) a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), orother than in the case of any assignment of a Commitment to an Assignee that is not already a Revolving Lender or an R/T Lender, or (II) if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline LenderFund. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, (x) the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified, as of the date such Assignment and Assumption is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case of the Revolving Facility ($1,000,000 if the Assignee is a Lender, an affiliate of a Lender or (yan Approved Fund) or, $1,000,000, 1,000,000 in the case of the Tranche A Term Facility, the R/T Facility or the Tranche B Incremental Term Facility ($250,000 if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund) and (y) the Aggregate Exposure of such assigning Lender shall not fall below $3,000,000 in the case of the Revolving Facility ($1,000,000 if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund) or $1,000,000 in the case of in the case of the Term Facility, unless the R/T Facility or the Incremental Term Facility ($250,000 if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund), unless, in each case, each of the Borrower and the Administrative Agent otherwise consent; consent provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; provided , provided, that no consent of the Borrower shall be required for (i) an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an any Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and, (ii) any assignment by the Administrative Agent (or its affiliates) or (iii) any assignment of Term Loans; (B) the Administrative Agent; provided , provided, that no consent of the Administrative Agent shall be required for an assignment to 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 an affiliate of such Lender or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or Fund; (yC) Holdingsthe Issuing Lender, for any assignment relating to the Borrower or a Subsidiary Revolving Facility, provided, that no consent of the Borrower in connection with Issuing Lender shall be required for an assignment to a purchase Lender, an affiliate of Term Loans pursuant to Section 2.11(c)a Lender or an Approved Fund; and (CD) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, for any assignment relating to the Swingline Commitment or Swingline Loans, provided, that no consent of the Swingline Lender shall be required for (i) an assignment to a Lender, an affiliate of a Lender or an Approved Fund or (ii) any assignment by the Administrative Agent (or its affiliates). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund Fund, an assignment effected within 60 days of the Closing Date by any Agent in connection with the initial syndication of the Term Commitments and Revolving Commitments or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided , provided, that (1) no such consent of the Borrower shall be required if an any Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved FundsAssumption; and (C) the Assignee, if it shall was not be a LenderLender prior to the assignment, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided , provided, that no consent of the Borrower shall be required for (i) an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an any Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and, (ii) any assignment by the Administrative Agent (or its affiliates) or (iii) any assignment of Term Loans; (B) the Administrative Agent; provided , provided, that no consent of the Administrative Agent shall be required for an assignment to 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 an affiliate of such Lender or (y) all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or Fund; (yC) Holdingseach Issuing Lender, for any assignment relating to the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Revolving Facility; and (CD) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, for any assignment relating to the Swingline Commitment or Swingline Loans, provided, that no consent of the Swingline Lender shall be required for (i) an assignment to a Lender, an affiliate of a Lender or an Approved Fund or (ii) any assignment by the Administrative Agent (or its affiliates). (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund Fund, an assignment effected within 60 days of the Closing Date by any Agent in connection with the initial syndication of the Term Commitments and Revolving Commitments or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided , provided, that (1) no such consent of the Borrower shall be required if an any Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; andAssumption; (C) the Assignee, if it shall was not be a LenderLender prior to the assignment, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax formsquestionnaire; and (D) the Assignee shall pay $3,500 with respect to each assignment as an assignment fee to the account of the Administrative Agent provided that the provisions of this clause (ii) only one assignment fee shall not apply to an assignment to Holdings or a Subsidiary of the Borrower be payable in connection with a purchase simultaneous assignments to one or more Approved Funds of Term Loans pursuant to Section 2.11(c)the same Lender.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lenderof 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 assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (xi) $5,000,000, 5,000,000 in the case of assignments under the Revolving Facility or and (yii) $1,000,000, 1,000,000 in the case of assignments under the Tranche A Term Facility or (in each case other than in the Tranche B Term Facilitycase of an assignment of all of a Lender’s interests under this Agreement), unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that questionnaire. For the provisions purposes of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of Section 10.6, the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c).term “Approved Fund” has the following meaning:

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; provided provided, that no consent of the Borrower shall be required (i) for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, Lender or an Approved Fund (as defined below), or, (ii) for an assignment of Revolving Commitments or Revolving Loans to a Revolving Lender or an Affiliate of a Revolving Lender or (iii) if an Event of Default under Section 8.1(a) or 8.1(f(f) has occurred and is continuing, for an assignment of all or any portion of a Term Loan, Revolving Commitments or Revolving Loans to any other Person; andprovided further that, prior to the date that is 30 days after the Closing Date, no consent of the Borrower shall be required with respect to any assignment of all or any portion of a Loan in connection with the initial syndication of the Loans; provided further that the Borrower shall be deemed to have consented to any assignment of a Term Loan unless the Borrower has objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof (B) the Administrative Agent; provided provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender, only if such assignment is of a Revolving Loan. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $1,000,000 (xin the case of Term Loans) and $5,000,000, 5,000,000 (in the case of the Revolving Facility or (yFacility) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “"Assignee”), ") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; provided , provided, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a7.01(a), (b), (g), (h), (i) or 8.1(f(j) has occurred and is continuing, any other Person; and; (B) the Administrative Agent; provided , provided, that no consent of the Administrative Agent shall be required for an assignment to of (x) any Revolving Credit Commitment to an assignee that is a Lender with a Revolving Credit 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 or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under of any Revolving Credit Commitment, the Issuing Bank, provided, that no consent of the Issuing Bank shall be required for an assignment of any Revolving Facility, each Issuing Credit Commitment to an assignee that is a Lender and the Swingline Lenderwith a Revolving Credit Commitment immediately prior to giving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s 's Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 5,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent (and, if applicable, the Issuing Lender) otherwise consent; provided , provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a7.01(a), (b), (g), (h), (i) or 8.1(f(j) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) each Lender shall simultaneously assign, and the Assignee shall simultaneously take an assignment of, a pro rata portion of the sum of the principal amount of the outstanding loans under the Working Capital and Acquisition Facility Credit Agreement and the unused amount of the commitment of the assigning lender under the Working Capital and Acquisition Facility Credit Agreement and all other interests, rights and obligations under the Working Capital and Acquisition Facility Credit Agreement in accordance with the provisions thereof, such that at all times (x) the Revolving Credit Commitment Percentage of such Lender hereunder and the Tranche B Revolving Credit Commitment Percentage (as defined in the Working Capital and Acquisition Facility Credit Agreement) of such lender under Facility B shall be the same and (y) the Revolving Credit Commitment Percentage of such Lender hereunder and the Tranche A Revolving Credit Commitment Percentage (as defined on the Working Capital and Acquisition Facility Credit Agreement) of such lender under Facility A shall be the same; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAcceptance, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (CD) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) . Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) : the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, Lender (or an Affiliate of a any Lender, ) or an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a8(a), (e) or 8.1(f(f) has occurred and is continuing, any other Person, and provided further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Designated Agent within ten (10) Business Days after having received notice thereof from the assigning ▇▇▇▇▇▇ (with a copy to the Designated Agent); and (B) the Administrative Designated Agent; , provided that no consent of the Administrative Designated Agent shall be required for an assignment of any Commitment or Loan to an Assignee that is a Lender (x) a Lender, or an Affiliate of a Lender or an Approved Fund or (yLender) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant Commitment or Loan immediately prior to Section 2.11(c)giving effect to such assignment; and (C) in the case of an assignment under the Revolving Facility, and each Issuing Lender and the Swingline Lender. (ii) . Assignments shall be subject to the following additional conditions: (A) : except in the case of an assignment to a Lender, an Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionDesignated Agent) shall not be less than $10,000,000 (x) or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000, in the case ) unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Designated Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its Affiliates or Approved Funds, if any; (B) any Affiliate of such Lender that is an Eligible Assignee; the parties to each assignment shall execute and deliver to the Administrative Designated Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)3,500; provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) and the Assignee, if it shall not be a Lender, shall deliver to the Administrative Designated Agent an administrative questionnaire questionnaire. 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 Designated 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 Designated Agent, the applicable pro rata share of Loans and L/C Obligations 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 Designated Agent, any Issuing Lender 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 in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable tax forms; provided that law without compliance with the provisions of this clause 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 pursuant to paragraph (iib)(iv) below, 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, shall 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 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); 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 the ▇▇▇▇▇▇’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not apply to an assignment to Holdings or comply with this Section 10.6 shall be treated for purposes of this Agreement as a Subsidiary sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. The Designated Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in connection with registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its offices a purchase copy of Term 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 amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Designated Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, each Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning ▇▇▇▇▇▇ and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 2.11(c).and any written consent to such assignment required by paragraph

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6(and any attempted assignment or transfer in violation of this Section 10.6 shall be null and void). (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an (x) assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other PersonPerson or, (y) any assignment by the Administrative Agent (or its affiliates); and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to (x) an Assignee that is a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant immediately prior to Section 2.11(c)giving effect to such assignment; and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; (D) in the case of an assignment to a CLO (as defined below), the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of this clause such CLO, agree to any amendment, modification or waiver that (ii1) shall not apply requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such CLO; and (E) at any time prior to the date that is six months after the Closing Date, after giving effect to any such assignment, an assignment to Holdings or assigning Lender that was a Subsidiary Lender as of the Borrower Closing Date shall (together with its affiliates) retain Revolving Commitments and/or Revolving Extensions of Credit representing, in connection with a purchase the aggregate, not less than 67% of Term Loans pursuant to Section 2.11(c)the Revolving Commitments of such Lender and its affiliates as in effect as of the Closing Date.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any such Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.611.6 and (iii) no assignment shall be permitted to an Ineligible Institution. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the BorrowerCedar Fair LP; provided that no consent of the Borrower Cedar Fair LP shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(aspecified in paragraph (a) or 8.1(fclause (i) or (ii) of paragraph (f) under Article 9 has occurred and is continuing, any other Person; provided further that Cedar Fair LP shall be deemed to have consented to any assignment of Term Loans unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) an Assignee that is a LenderLender immediately prior to giving effect to such assignment, except in the case of an Affiliate assignment of a Lender or an Approved Fund Revolving Commitment or (y) Holdings, any assignment by the Borrower Administrative Agent (or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cits affiliates); and (C) in the case of an any assignment under the of a Revolving FacilityCommitment, each Issuing Lender and under the Swingline Lenderapplicable Facility. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $2,500,000 (x) $5,000,000or, in the case of the Revolving Facility or (yTerm Loans, $250,000) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Cedar Fair LP and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower Cedar Fair LP shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of payable to the Administrative AgentAgent (unless waived by the Administrative Agent in its sole discretion); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 applicable tax formsof 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 4.9, 4.10, 4.11 and 11.5); provided that nothing in this Section 11.6 shall be construed as (y) creating any new Loan or other Obligation and shall not constitute a novation of such Loan or other Obligation or (z) constitute or require the provisions repayment and/or re-advance of any principal of any Loan or other Indebtedness, it being the intention of the parties that only an assignment of Obligations held by, and of the rights and obligations of, a Lender are contemplated hereby, which Obligations shall continue to be the same, and not new, Obligations. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this clause Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 11.6. (iv) The Administrative Agent, acting for this purpose as an agent of the U.S. Borrower shall maintain at one of their respective offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and interest) of the Loans and L/C Obligations owing to, each Lender under the Facility for which it has been appointed agent pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.6 and any written consent to such assignment required by paragraph (b) of this Section 11.6, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The Register shall be available for inspection by any Borrower, the Administrative Agent or any Lender (but only to the extent that such Lender may inspect the name and address of such Lender and the Commitments and principal amount of Loans and L/C Obligations owing to such Lender as recorded in the Register) at any reasonable time and from time to time upon reasonable prior notice. (i) Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (other than an Ineligible Institution) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrowers, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) in no event shall any such participation be sold to a Person that, directly or indirectly, is primarily engaged in the ownership or operation of amusement parks, water parks, theme parks or other similar properties. Any agreement 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 11.6, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 to the same extent (subject to the requirements and limitations therein, including the requirements to provide the documentation under Section 4.10(e), provided that a Participant shall deliver the requirement documentation solely to the participating Lender), and the requirements of Sections 4.12 and 4.13) as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender; provided that such Participant shall be subject to Section 11.7(a) 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 Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive 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. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the sale of the participation to such Participant is made with Cedar Fair LP’s prior written consent (not to be unreasonably withheld or delayed) or (B) the entitlement to such greater payment (x) results from any change in any Requirement of Law occurring after the Participant became a Participant or (y) arises after the occurrence and during the continuance of an Event of Default. (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, and this Section 11.6 shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrowers, upon receipt of written notice from the relevant Lender, agree to Holdings or a Subsidiary issue Notes to any Lender requiring Notes to facilitate transactions of the Borrower type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrowers or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b); provided that in no event shall any such assignment be made to a Person that, directly or indirectly, is primarily engaged in the ownership or operation of amusement parks, water parks, theme parks or other similar properties. Each Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) Notwithstanding the other provisions of this Section 11.6, no Assignment and Assumption shall be required in connection with a purchase Amendment No. 1 Assignments, so long as they otherwise comply with Section 11.1, and such assignments shall become effective as to any Amendment No. 1 Non-Consenting Lender upon the receipt by the Administrative Agent (who shall promptly distribute the same to the applicable Amendment No. 1 Non-Consenting Lender) of Term Loans pursuant to the amounts set forth in the last sentence of Section 2.11(c)11.1 for the account of such Amendment No. 1 Non-Consenting Lender.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) an Assignee that is a LenderLender immediately prior to giving effect to such assignment, except in the case of an Affiliate assignment of a Lender or Revolving Commitment to an Approved Fund or Assignee that does not already have a Revolving Commitment, (y) Holdings, any assignment by the Borrower Administrative Agent (or a Subsidiary of the Borrower in connection with a purchase its affiliates) or (z) any assignment of Term Loans pursuant to Section 2.11(c)Loans; and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) or, if earlier, the “trade dateTrade Date” (if any) is specified in such the Assignment and Assumption, as of the Trade Date) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and3,500; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; and (D) in the case of an assignment by a Lender to a related CLO (as defined below) managed or administered by such Lender or an Affiliate of such Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and all applicable tax forms; the other Loan Documents, provided that the provisions Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of this clause such CLO, agree to any amendment, modification or waiver that (ii1) shall not apply to an assignment to Holdings or a Subsidiary requires the consent of the Borrower in connection with a purchase of Term Loans each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 2.11(c)11.1 and (2) directly affects such CLO.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) the no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the any such Borrower without such consent shall be null and void) and ), (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.611.6 and (iii) no assignment shall be permitted to an Ineligible Institution. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the BorrowerCedar Fair LP; provided that no consent of the Borrower Cedar Fair LP shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(aspecified in paragraph (a) or 8.1(fclause (i) or (ii) of paragraph (f) under Article 9 has occurred and is continuing, any other Person; provided further that Cedar Fair LP shall be deemed to have consented to any assignment of Term Loans unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for (x) an assignment to (x) an Assignee that is a LenderLender immediately prior to giving effect to such assignment, except in the case of an Affiliate assignment of a Lender or an Approved Fund Revolving Commitment or (y) Holdings, any assignment by the Borrower Administrative Agent (or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(cits affiliates); and (C) in the case of an any assignment under the of a Revolving FacilityCommitment, each Issuing Lender and under the Swingline Lenderapplicable Facility. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $2,500,000 (x) $5,000,000or, in the case of the Revolving Facility or (yTerm Loans, $250,000) $1,000,000, in the case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower Cedar Fair LP and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower Cedar Fair LP shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of payable to the Administrative AgentAgent (unless waived by the Administrative Agent in its sole discretion); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire; (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 applicable tax formsof 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 4.9, 4.10, 4.11 and 11.5); provided that nothing in this Section 11.6 shall be construed as (y) creating any new Loan or other Obligation and shall not constitute a novation of such Loan or other Obligation or (z) constitute or require the provisions repayment and/or re-advance of any principal of any Loan or other Indebtedness, it being the intention of the parties that only an assignment of Obligations held by, and of the rights and obligations of, a Lender are contemplated hereby, which Obligations shall continue to be the same, and not new, Obligations. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 shall be treated for purposes of this clause Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 11.6. (iv) The Administrative Agent, acting for this purpose as an agent of the U.S. Borrower shall maintain at one of their respective offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and interest) of the Loans and L/C Obligations owing to, each Lender under the Facility for which it has been appointed agent pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.6 and any written consent to such assignment required by paragraph (b) of this Section 11.6, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. The Register shall be available for inspection by any Borrower, the Administrative Agent or any Lender (but only to the extent that such Lender may inspect the name and address of such Lender and the Commitments and principal amount of Loans and L/C Obligations owing to such Lender as recorded in the Register) at any reasonable time and from time to time upon reasonable prior notice. (i) Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (other than an Ineligible Institution) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrowers, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (D) in no event shall any such participation be sold to a Person that, directly or indirectly, is primarily engaged in the ownership or operation of amusement parks, water parks, theme parks or other similar properties. Any agreement 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 11.6, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 to the same extent (subject to the requirements and limitations therein, including the requirements to provide the documentation under Section 4.10(e), provided that a Participant shall deliver the requirement documentation solely to the participating Lender), and the requirements of Sections 4.12 and 4.13) as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.6. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender; provided that such Participant shall be subject to Section 11.7(a) 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 Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive 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. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the sale of the participation to such Participant is made with Cedar Fair LP’s prior written consent (not to be unreasonably withheld or delayed) or (B) the entitlement to such greater payment (x) results from any change in any Requirement of Law occurring after the Participant became a Participant or (y) arises after the occurrence and during the continuance of an Event of Default. (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, and this Section 11.6 shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrowers, upon receipt of written notice from the relevant Lender, agree to Holdings or a Subsidiary issue Notes to any Lender requiring Notes to facilitate transactions of the Borrower type described in connection with paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrowers or the Administrative Agent and without regard to the limitations set forth in Section 11.6(b); provided that in no event shall any such assignment be made to a purchase Person that, directly or indirectly, is primarily engaged in the ownership or operation of Term Loans pursuant amusement parks, water parks, theme parks or other similar properties. Each Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld or delayed) of: (A) the Borrowerwithheld); provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof; and (B) the Administrative AgentAgent (such consent not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, Lender or an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, 5,000,000 unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Eligible Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and all 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 tax forms; provided laws, including Federal and state securities laws. (D) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective Eligible Assignee that bears a relationship to the provisions Borrower described in Section 108(e)(4) of the Code. (E) For the purposes of this clause Section 10.6, “Approved Fund” means any Person (iiother than a natural person) shall not apply to that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an assignment to Holdings affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Lender.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an any assignment of Term Loans to (x) a Lender, an Affiliate affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $2,500,000 (x) $5,000,000or, in the case of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Initial Term Facility or the Tranche B Other Term Facility, $1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 3,500, and (which fee may be waived or reduced 2) the assigning Lender shall have paid in the sole discretion of full any amounts owing by it to the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and in which the Assignee designates one or more credit contacts to whom all applicable tax forms; provided that the provisions of this clause syndicate-level information (ii) shall not apply to an assignment to Holdings or a Subsidiary of which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in connection accordance with a purchase of Term Loans pursuant to Section 2.11(c)the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate Affiliate of any the applicable Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), other than a natural person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments Commitment and the Loans at the time owing to it) with the prior written consent of: (A) the Borrower (such consent not to be unreasonably withheld withheld, delayed or delayed) of: (A) the Borrower; provided conditioned), provided, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), ) or, if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; andand provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof; (B) the Administrative Agent; provided Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)Fund; and (C) in the case of an assignment under the assignments of Revolving FacilityCommitments, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments Commitment or Loans under any Facility, the amount of the Commitments Commitment or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $10,000,000 (x) $5,000,000, or in the case of the Revolving Facility Term Loans or (y) Incremental Term Loans, $1,000,000), in the each case unless each of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; provided , provided, that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that with only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Fundsconnection with multiple, simultaneous assignments); and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire and all applicable tax forms; provided that the provisions of this clause (ii) shall not apply to an assignment to Holdings or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c)questionnaire.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (other than (x) a natural person, (y) a Competitor or (z) the Borrower, the Sponsor or any of their respective Affiliates) (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an (x) assignment during the primary syndication of the Facilities to persons previously identified by the Lead Arrangers to, and agreed to by, the Borrower, (y) assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a9.01(a) or 8.1(fSection 9.01(f) has occurred and is continuing, any other PersonPerson or (z) assignment by the Administrative Agent (or its affiliates); andprovided further that notwithstanding the foregoing, the Borrower’s consent (in its sole discretion) shall be required for any assignment to a Competitor; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to (x) a Lender, an Affiliate of Assignee that is a Lender or an Approved Fund or (y) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant immediately prior to Section 2.11(c)giving effect to such assignment; and (C) in the case of an any assignment under of a Revolving Commitment, the Revolving Facility, each Issuing Lender and the Swingline Lender. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, Lender or an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityRevolving Commitments, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall (x) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent or (y) if previously agreed with the Administrative Agent, manually execute and deliver to the Borrower (orAdministrative Agent an Assignment and Assumption, at and, in each case, shall pay to the Borrower’s request, manually) together with Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and; (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent and the Borrower an administrative questionnaire (in which the assignee shall designate one or more credit contacts to whom all syndicate-level information (which may contain material nonpublic information about the Loan Parties and their Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all requisite tax forms under Section 4.11; (D) in the case of an assignment to a related CLO, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.01 and (2) directly affects such CLO; (E) assignments to Defaulting Lenders shall not be permitted; and (F) if by a Defaulting Lender, subject to the additional limitations in Section 11.06(j). (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 4.10, 4.11, 4.12 and 11.05, subject to such Lender’s continued compliance with any applicable requirements contained in such Sections); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.06 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. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 11.02 a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, and the Revolving Commitment of, and the principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each other Loan Party, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, together with any tax formsforms required herein, the Administrative Agent (A) promptly shall accept such Assignment and Assumption and (B) record the information contained therein in the Register on the effective date determined pursuant thereto. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided further that no Lender may sell participations to (x) a natural person, (y) a Competitor or (z) the Borrower, the Sponsor or any of their respective Affiliates. Any agreement 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 clause Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.01 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.10, 4.11, and 4.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.07(b) as though it were a Lender, provided that such Participant shall be subject to Section 11.07(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.10 or 4.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 4.11 unless such Participant complies with Section 4.11(f). (iii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United States 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 Revolving Commitments, Loans, Letters of Credit or other obligations under any Loan Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Revolving Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that the Loans are in registered form under Treas. Reg. § 5f.103-1(c). 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 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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Loan Notes to any Lender requiring Loan Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in Section 11.06(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) [Reserved]. (h) [Reserved]. (i) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Revolving Commitment, and the outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Assumption, (ii) except as set forth in (i) above, 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, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrower or any Subsidiary or the performance or observance by Holdings, the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such assignee represents and warrants that it is an eligible assignee for purposes hereof and is legally authorized to enter into such Assignment and Assumption and that it is not a purchase Competitor (or, if it is a Competitor, the Borrower has consented to such assignment), (iv) such assignee confirms that it has received a copy of Term Loans this Agreement, together with copies of the most recent financial statements referred to in Section 5.01 or delivered pursuant to Section 2.11(c).7.01 and such other documents (including all Intercreditor Agreements) and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption, (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under this Agreement, (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6Section. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”), ) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayedwithheld) of: (A) the Borrower; , provided that no consent of the Borrower shall be required (x) with respect to an assignment of funded Term Loans, (y) for an assignment to a Lender, an Affiliate affiliate of a Lender, an Approved Fund Fund, or (as defined below), or, z) if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing, any other Person; and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment to an Assignee that is a Lender or Approved Fund managed or advised by the same investment advisor as such Lender (x) a Lender, or by an Affiliate of a Lender or an Approved Fund or (ysuch investment advisor) Holdingsimmediately prior to giving effect to such assignment, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant to Section 2.11(c); and (C) except in the case of an assignment under the of a Revolving Facility, each Issuing Lender and the Swingline LenderCommitment to an Assignee that does not already have a Revolving Commitment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Affiliate affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than (x) $5,000,000, in the case 1,000,000 unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (or, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire; (C) in the case of an assignment to a CLO of the assigning Lender, the assigning Lender shall retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents so long as the assigning Lender remains as a Lender, provided that the Assignment and Assumption between such Lender and such CLO may provide that such Lender will not, without the consent of such CLO, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such CLO; and (D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; except that no such assignment and processing fee shall be payable in connection with an Assignment by the Lead Arranger or any of its affiliates and only one such fee shall be payable for multiple contemporaneous assignments to or from Approved Funds of a single Lender. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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 a party hereto but shall continue to be entitled to the benefits of Sections 4.9, 4.10, 4.11 and 11.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.6 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. (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall (x) accept such Assignment and Assumption and record the information contained therein in the Register and (y) deliver a copy of such Assignment and Acceptance to the Syndication Agent. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all applicable tax formsor a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the provisions other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 clause Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.9, 4.10 or 4.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 4.10 unless such Participant complies with Section 4.10(e). (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, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 11.6(b). The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term Loans pursuant the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to Section 2.11(c)indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit)hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.6. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in compliance with applicable law, may assign (other than to any Disqualified Institution or a natural person) to one or more assignees (each, an “Assignee”) other than a Defaulting Lender, any Subsidiary of a Defaulting Lender, any natural person (or holding company, investment vehicle or trust for, or owned or operated by or for the primary benefit of, one or more natural persons), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower; , provided that no consent of the Borrower shall be required for an assignment to a Lender, Lender (or an Affiliate of a any Lender, ) or an Approved Fund (as defined below), or, if an Event of Default under Section 8.1(a8(a), (e) or 8.1(f(f) has occurred and is continuing, any other Person, and provided further, 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 from the assigning Lender (with a copy to the Administrative Agent); and (B) the Administrative Agent; , provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment or Loan to an Assignee that is a Lender (x) a Lender, or an Affiliate of a Lender or an Approved Fund or (yLender) Holdings, the Borrower or a Subsidiary of the Borrower in connection with a purchase of Term Loans pursuant Commitment or Loan immediately prior to Section 2.11(c); and (C) in the case of an assignment under the Revolving Facility, each Issuing Lender and the Swingline Lendergiving effect to such assignment. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender, an Eligible Assignee that is an Affiliate of a any Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any FacilityLoans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the “trade date” (if any) specified in such Assignment and AssumptionAgent) shall not be less than $10,000,000 (x) or, if such Assignee is an Eligible Assignee that is an Affiliate of a Lender, $5,000,000, in the case ) unless each of the Revolving Facility or (y) $1,000,000, in the case of the Tranche A Term Facility or the Tranche B Term Facility, unless the Borrower and the Administrative Agent otherwise consent; , provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.1(a) or 8.1(f) has occurred and is continuing and (2) with respect to any Lender party to this Agreement on the Effective Date, such amounts shall be aggregated in respect of each such Lender and its Affiliates or Approved Funds, if anyany Affiliate of such Lender that is an Eligible Assignee; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent and the Borrower (orAssumption, at the Borrower’s request, manually) together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds3,500; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire questionnaire. 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 sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable Assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable tax forms; provided that law without compliance with the provisions of this clause 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. (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, 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, shall 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 2.15, 2.16, 2.17 and 10.5 but shall be subject to the limitations set forth therein); 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 the 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 Section 10.6 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. (iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely to establish that the relevant obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations), shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount 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, in the absence of 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, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. (ii) Notwithstanding anything to the contrary herein, a Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent to such greater payments. Any Participant that is a Foreign Lender shall not be entitled to the benefits of Section 2.16 unless such Participant complies with Section 2.16(e). (iii) 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 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 other central bank having jurisdiction over such Lender, and this Section shall not apply to an any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to Holdings issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. (f) Notwithstanding the foregoing, any Conduit Lender may assign any or a Subsidiary all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth in connection with Section 10.6(b). Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a purchase Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of Term the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage, expense, obligations, penalties, actions, judgments, suits or any kind whatsoever arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance. (g) Notwithstanding anything to the contrary in this Section, none of the Agents, in their capacity as Lenders, will assign without the consent of the Borrower, prior to the Effective Date, any of the Commitments held by them on the date of this Agreement. (h) Notwithstanding anything to the contrary in this Section 10.6, for the avoidance of doubt, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA may assign any amount of its Commitments or Loans pursuant hereunder to Section 2.11(c)▇▇▇▇▇▇▇ Sachs Lending Partners LLC (or vice versa) without the prior written consent of any other Person.