Subject to acceptance and recording thereof by the Administrative Agent, for an agreed consideration, and pursuant to Section 9.06 of the Credit Agreement, the Assigning Term Lender hereby irrevocably sells and assigns to the New Term Lender, which is an Affiliate of the Assigning Lender, and the New Term Lender hereby irrevocably purchases and assumes from the Assigning Term Lender, subject to and in accordance with the Standard Terms and Conditions attached as Annex I to this Amendment and the Credit Agreement, as of the date hereof and subject to the conditions set forth in Section 3 below, (x) all of the Assigning Term Lender’s rights and obligations in its capacity as a “Term Lender” under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assigning Term Lender under the Term Loans and (y) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assigning Term Lender (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (x) above (the rights and obligations sold and assigned by the Assigning Term Lender to the New Term Lender pursuant to clauses (x) and (y) above being referred to herein collectively as the “ Assigned Interest ”).   Except as expressly provided in this Amendment, each such sale and assignment is without recourse to the Assigning Term Lender and without representation or warranty by the Assigning Term Lender.  The Administrative Agent agrees to waive any processing and recordation fee required under Section 9.06 in connection with the assignment contemplated by this Section 3.