This Agreement is conditioned upon the consent of [the Company,] the Issuing Lenders and the Administrative Agent pursuant to Section 11.06(c) of the Credit Agreement. The execution of this Agreement by each of them is evidence of their consent. Pursuant to Section 11.06(c), the Company agrees, if so requested by the Assignee, to execute and deliver a Note and to cause each Eligible Subsidiary to execute and deliver a Note payable to the order of the Assignee to evidence the assignment and assumption provided for herein.