Common use of Assignment; Participations Clause in Contracts

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement Bank may sell, negotiate or grant participations to other financial institutions in all or part of the obligations of the Borrower outstanding under the Loan Documents without notice to or the approval of Borrower; provided that any such sale, negotiation or participation shall be binding uponin compliance with the applicable federal and state securities laws and the other requirements of this Section 12. 1. Notwithstanding the sale, negotiation or grant of participations, Bank shall remain solely responsible for the performance of its obligations under this Agreement, and Borrower shall inure continue to deal solely and directly with Bank in connection with this Agreement and the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunderother Loan Documents. (b) After first obtaining The grant of a participation interest shall be on such terms as the approval Bank determines are appropriate, provided only that (1) the holder of such a participation interest shall not have any of the Agentrights of Bank under this Agreement except, if the Swingline Bankparticipation agreement so provides, rights to demand the Issuing Bank and (provided no Event payment of Default exists as a result costs of the commencement of a case type described in Section 2.6, provided that the aggregate amount that the Borrower shall be required to pay under Section 2.6 with respect to any ratable share of the Committed Line or any Advance (including amounts paid to participants) shall not exceed the amount that Borrower under the Federal Bankruptcy Codewould have had to pay if no participation agreements had been entered into, and (2) the Borrowerconsent of the holder of such a participation interest shall not be required for amendments or waivers of provisions of the Loan Agreement other than those which (i) increase the amount of the Committed Line, (ii) extend the term of this Agreement, (iii) decrease the rate of interest or the amount of any fee or any other amount payable to Bank under this Agreement, (iv) reduce the principal amount payable under this Agreement, or (v) extend the date fixed for the payment of principal or interest or any other amount payable under this Agreement. (c) The Bank may assign, from time to time, all or any portion of its pro rata share of the Committed Line to an Affiliate of the Bank or to any Federal Reserve Bank, or, subject to the prior written approval of Borrower (which approval will not be unreasonably withheld), each Lender may assign to one or more banks, finance companies, insurance or any other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit)institution; provided, however, that with respect to an assignment that is subject to the prior approval of Borrower (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender Committed Line being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); , and (iiiii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, Borrower an Assignment and Assumption Agreement assignment agreement in substantially the a form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)each. Upon such execution, execution and delivery, approval from and acceptance, and on after the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations insuch

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the no Borrower may not assign or transfer its rights or obligations hereunder. . The Bank may assign, or sell participations in, all or any part of any Loan to another bank or other entity, in minimum amounts of $1,000,000, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Borrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Bank hereunder; and (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiaryparticipation, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, participant shall have no rights under the rights and obligations Facility Documents. The agreement executed by the Bank in favor of a Lender the participant shall not give the participant the right to require the Bank to take or omit to take any action hereunder and (b) the Lender-assignor thereunder shall, except action directly relating to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility the extension of a payment date with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) amount outstanding hereunder allocated to such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreementparticipant, (ii) record the information contained therein and reduction of the principal amount outstanding hereunder or (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage reduction of the Total Revolving Credit Commitmentrate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Bank. If The Bank may furnish any information concerning the Lender-assignor Borrowers in the possession of the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. The Bank shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned right at any time to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to pledge all or a any portion of its rights and obligations under the Loans or this Agreement or the Notes to any of the twelve (including without limitation all or a portion 12) Federal Reserve Banks organized under Section 4 of its Revolving Credit Commitment and the Syndicated Loans owing to it); providedFederal Reserve Act, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in12 U. S.

Assignment; Participations. Each Bank may, with the prior written consent of the Borrower (awhich may be unreasonably withheld) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions eligible assignees all or a portion of its interests, rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment and the Syndicated Loans Advances at the time owing to it and its participations in Letters of Creditthe Notes held by it); provided, however, that (ia) each such assignment shall be of a constant, and not a varying, percentage of all the assigning LenderBank's rights and obligations under this Agreement and Agreement, (b) the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment Percentage of the assigning Lender being assigned pursuant Bank subject to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignmentassignment is delivered to the Agent) shall in no event be less than Five Million Dollars ($5,000,000) 5,000,000 and shall must be an integral multiple in multiples of One Million Dollars ($1,000,000); , and (iiic) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)assignment. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, which effective date shall be at least five Business Days after the execution thereof, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder Bank hereunder, and (bii) the Lender-assignor assigning Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Assumption Agreementassignment, relinquish its rights and be released from its obligations under this Agreement. . Notwithstanding the foregoing, each Bank may assign its interest under this Agreement without the consent of any other party (cbut in compliance with such reasonable documentation requirements as the Agent may impose), (A) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statementsinstitutional Affiliate of such Bank, warranties or representations made in or in connection with this Agreement (B) to the Federal Reserve Bank or any other Facility Document or branch thereof as collateral in the execution, legality, validity, enforceability, genuineness, sufficiency or value ordinary course of this Agreement or business. Notwithstanding any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy provision of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to Borrower understands that any Bank may at any time enter into participation agreements with one or more participating banks whereby such Assignment and Assumption Agreement; (iv) Bank will allocate certain percentages of its Commitment to such assignee willbank or banks. The Borrower acknowledges that, independently and without reliance upon for the Agentconvenience of all parties, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement is being entered into with the Banks only and that Borrower's obligations hereunder are undertaken for the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment benefit of, and principal amount of as an inducement to, any such participating bank as well as the Syndicated Loans owing toBanks, and the amount Borrower hereby grants to each participating bank, to the extent of participations its participation in Letters of Credit of, such Lender from time to time. The Borrowerthe Commitment, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented right to set off deposit accounts maintained by the Borrower (except with such bank, provided that no such consent participating banks shall not become "Banks" hereunder, or be entitled to directly exercise any of the Borrower shall be required if an Event of Default exists as a result rights or remedies of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the BorrowerBanks hereunder. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining Each Bank may, with the approval consent of the Agent, the Swingline Bank, the Issuing Bank Agent and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, (which approval consent will not be unreasonably withheldwithheld or delayed) assign all or any part of its Commitments, each Lender may assign its Note or Loans to one or more banks, finance companies, insurance another bank or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); Person provided, however, that (i) each no such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and consent by the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) or the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, required in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable any assignment to the Agent another Bank; and (ii) has total assets any such partial assignment shall be made in excess an amount of Ten Billion Dollars (at least $10,000,000,000)5,000,000.00. Upon execution and delivery by the assignee to the Borrower and the Agent of an instrument in writing pursuant to which such execution, delivery, approval assignee agrees to become a "Bank" hereunder (if not already a Bank) having the Commitment and acceptanceLoan specified in such instrument, and on upon consent thereto by the effective date specified in Borrower and the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof andAgent, to the extent that required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower and the Agent), the obligations, rights and obligations benefits of a Bank hereunder have been holding the Commitment and Loans (or portions thereof) assigned to it pursuant (in addition to the Commitment and Loans, if any, theretofore held by such Assignment Assignee) and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreementof assignment, relinquish its rights and be released from its obligations under this Agreementthe Commitment (or portion thereof) so assigned. Upon each such assignment the assignee shall pay the Agent an assignment fee of $3,500.00. (c) By executing A Bank may sell or agree to sell to one or more banks or other Persons a participation in all or any part of any Loans held by it, or in its Commitment, in which event each purchaser of a participation (a "Participant") shall not, except as otherwise provided in Section 10.17 hereof, have any rights or benefits under this Agreement or any Note (the participant's rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Borrower to any Bank under Article 2 hereof in respect of Loans held by it and delivering an Assignment its Commitment, shall be determined as if such Bank had not sold or agreed to sell any participations in such Loan and Assumption AgreementCommitment, and as if such Bank were funding each of such Loan and Commitment in the Lender-assignor thereunder same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. The agreement executed by such Bank in favor of the assignee thereunder confirm Participant shall not give the Participant the right to and agree with each other and the other parties hereto as follows: require such Bank to take or omit to take any action hereunder except action directly relating to (i) other than as provided in such Assignment and Assumption Agreementthe extension of the Maturity Date, such assigning Lender makes no representation or warranty and assumes no responsibility (ii) the extension of a payment date with respect to any statements, warranties or representations made in or in connection with this Agreement fees payable hereunder or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; amount outstanding hereunder allocated to such participant, (iii) such assignee confirms that it has received a copy of this Agreement, together with copies the reduction of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; principal amount outstanding hereunder, or (iv) the reduction of the rate of interest payable on such assignee will, independently and without reliance upon the Agent, such assigning Lender amount or any other Lender and based on such documents and information amount of fees payable hereunder to a rate or amount, as it shall deem appropriate at the timecase may be, continue below that which the Participant is entitled to make receive under its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together agreement with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank. (d) The Agent shall maintain a copy In addition to the assignments and participations permitted under paragraphs (b) and (c) above, any Bank may assign and pledge all or any portion of each Assignment its Loan and Assumption Agreement delivered Note to and accepted by it and shall record the names and addresses (i) any affiliate of each Lender and the Revolving Credit Commitment ofsuch Bank, and principal amount or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Syndicated Loans owing to, Board of Governors of the Federal Reserve System and any operating Circular issued by such Federal Reserve Bank. No such assignment shall release the amount of participations in Letters of Credit of, such Lender assigning Bank from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreementits obligations hereunder. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by A Bank may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Bank from time to time to assignees and participants (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Codeincluding prospective assignees and participants), provided that such Bank shall require any assignee or participant (prospective or otherwise) to agree in writing to maintain the Swingline Bank and the Issuing Bank, the Agent shall, if confidentiality of such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrowerinformation. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, upon and shall inure to the benefit of, of the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Agent and each Bank and their respective successors and assigns; provided, except however, that the Borrower may not assign or transfer any of its rights or obligations hereunderunder this Agreement without the prior written consent of the Agent and all the Banks. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Any Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may at any time assign to one or more banks, finance companies, insurance otherwise transfer its Grid Note or other financial institutions all or a portion any of its rights and or obligations under this Agreement (including all hereunder in whole or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit)part; provided, however, that (i) each if the assignee or transferee is other than an office, Subsidiary or affiliate of such Bank, such assignment or transfer shall not be made without the consent of the Borrower and notification to the Agent; and provided further, that no such assignment or transfer shall result in any additional liability of the Borrower on account of United States Taxes or for increased costs under Section 6.1 or 15.2 or violate any applicable provision of the securities laws of the United States or any state thereof. The Borrower shall, from time to time at the request of any Bank, execute and deliver such documents as may be necessary to give full force and effect to such assignment or transfer, including, without limitation, a new Grid Note in exchange for any Grid Note held by such Bank. If any Bank assigns or otherwise transfers any of its rights or obligations hereunder, subject to Section 13.1(h), each reference in this Agreement to such Bank shall be deemed to be a reference to such Bank and the person or persons to whom such rights or obligations were assigned or transferred to the extent of their respective interests. (c) Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Commitment or any or all of its Advances provided that no Bank shall grant a participation in its Commitment unless (A) such participation involves an amount equal to $1,000,000 or any greater multiple of $500,000 and (B) after giving effect thereto such Bank has either no remaining unparticipated Commitment or an unparticipated Commitment of at least $1,000,000. In the event of any such grant by a Bank of a constantparticipating interest to a Participant, such Bank shall remain responsible for the performance of its obligations hereunder, and not a varying, percentage of the assigning LenderBorrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement Agreement. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the assignment shall cover the same percentage obligations of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consenthereunder including, without limitation, the aggregate amount right to approve any amendment, modification or waiver of any provision of this Agreement, provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (a), (b), (c) or (d) of Section 16.6 without the consent of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and Participant. Each Participant shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver entitled to the Agentbenefits of Sections 6, for its approval 14 and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes 15 hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant such Bank would be entitled to such Assignment and Assumption Agreement, shall have benefits if the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have participation had not been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementgranted. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining Obligations under this Agreement without the approval prior written consent of the Agent, the Swingline Bank, the Issuing . Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may at any time assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of pledge its rights and obligations under this Agreement with the prior written consent of Borrower to any other party provided that the prior written consent of the Bank shall not be required (including i) if an Event of Default under Section 9(a) or 9(h) of this Agreement has occurred and is continuing or (ii) if such assignment is to an affiliate of Bank. Subject to the foregoing, all provisions contained in this Agreement or a portion any document or agreement referred to herein or relating hereto shall inure to the benefit of Bank, its Revolving Credit Commitment successors and the Syndicated Loans owing to it assigns, and shall be binding upon Borrower, its participations in Letters of Credit)successors and assigns; provided, however, that (i) each such assignment no assignee shall be of entitled to a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned greater payment pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignmentSection 3(i) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder would have been assigned entitled to receive if it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or had not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender interest hereunder. Bank may sell participations to one or more banks, finance companies, insurance or other financial institutions Persons in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it)Agreement; provided, however, that (i) such Lender's Bank’s obligations under this Agreement shall remain unchanged, (ii) Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that each participant shall be entitled to the benefits of Sections 3(i) 3(j), 3(k) and 4 (subject to the requirements and limitations therein, including the requirements under Sections 4(c) and (d) (it being understood that the documentation required under Sections 4(c) and (d) shall be delivered to Bank)) to the same extent as if it had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Sections 3(i) 3(j), 3(k) and 4, with respect to any participation, than Bank would have been entitled to receive. If Bank sells any participations of its right and obligations under this Agreement to a non-U.S. participant, Bank 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 Bank shall not have any obligation to disclose all or any portion of the Participant Register (including without limitation the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its Revolving Credit Commitment other obligations information 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 its participations inBank shall treat each person whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerObligors, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or its rights and obligations under the Letters of Credit to another bank or other entity; provided that each such assignment shall be in a minimum amount equal to $5,000,000; provided further that any such assignment by such Bank of its rights and obligations in respect of the Letters of Credit shall require the prior consent of Chase such consent not to be unreasonably withheld, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Obligors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect In addition to the Borrower assignments and participations permitted under the Federal Bankruptcy Codeparagraph (a) the Borrowerabove, which approval will not be unreasonably withheld, each Lender any Bank may assign to one or more banks, finance companies, insurance or other financial institutions and pledge all or a any portion of its Loans, its Notes and its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that Credit to (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and permitted assigns, except that the . The Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its portion of the Loans. In the event of any such grant by a Bank of a participating interest to a Participant, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Any Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may at any time assign to one or more banks, finance companies, insurance banks or other financial institutions all (each an "Assignee") all, or a portion proportionate part of all, of its rights and obligations under this Agreement (including all or a portion of and its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constantNotes, and not a varying, percentage of the assigning Lender's such Assignee shall assume rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentobligations, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially Agree- ment executed by such Assignee and such Bank, with and subject to the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right consent of the Agent, the Swingline Bank, the Issuing . Upon execution and delivery of such instrument and payment by such Assignee to such Bank or (provided no Event of Default exists as a result of the commencement of a case with respect an amount equal to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiarypurchase price agreed between such Bank and such Assignee, such bank's parent has) Assignee shall be a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable Bank Party to the Agent this Agreement and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have all the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto Bank as follows: (i) other than as provided set forth in such Assignment and Assumption Agreement, and such assigning Lender makes Bank shall be released from its obligations hereunder to a corresponding extent, and no representation further consent or warranty and assumes no responsibility with respect action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a new Revolving Note or Revolving Notes shall be issued by the Borrower. (c) Any Bank may at any statements, warranties or representations made in or in connection with this Agreement time assign all or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value portion of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers rights under this Agreement and its Revolving Notes to a Federal Reserve Bank. No such assignment shall release the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the transferor Bank from its obligations which by the terms of this Agreement are required to be performed by it as a Lenderhereunder. (d) The Agent shall maintain Borrower agrees to provide all assistance reasonably requested by a copy Bank to enable such Bank either to sell participations in or make assignments of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount its portion of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of permitted by this AgreementSection 12.15. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement CIT shall be binding upon, and shall inure have the right at any time to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance commercial banks or other financial institutions all or (then entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) a portion of its rights and obligations under this Agreement (including all or including, without limitation, a portion of its Revolving Credit Commitment and Commitment, the Syndicated Loans owing to it and its participations in rights and obligations as a Lender with respect to Letters of Credit)) and the other Related Documents; provided, however, that (i) the identity of each such assignment assignee shall be of a constant, and not a varying, percentage subject to the consent of the assigning Lender's rights and obligations under this Agreement and Borrower, which consent shall not be unreasonably withheld or delayed, unless such assignee is on the assignment list of proposed assignees delivered by CIT to the Borrower prior to the date hereof the Borrower shall cover not have rejected in writing such assignee in which case the same percentage consent of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; the Borrower shall not be required, (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register (as hereinafter defined), an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); Acceptance, and (iviii) after giving effect to such assignment, CIT's Revolving Credit Commitment shall be at least equal to the Agent shall receive from the assignor lesser of (1) $20,000,001 and (2) an amount equal to a processing fee of Five Thousand Dollars ($5,000). Without restricting the right majority of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result aggregate amount of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)Revolving Credit Commitments. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, (aA) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (bB) the Lender-assignor thereunder CIT shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement. (cb) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-assignor thereunder CIT and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, such assigning Lender CIT 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 any other Facility Related Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Related Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender CIT makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary of its Subsidiaries or the performance or observance by the Borrower or any Subsidiary of any of their respective its obligations under any Facility Document this Agreement or any other instrument or document Related Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this AgreementAgreement and the other Related Documents, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this AgreementAgreement and the other Related Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Related Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; , and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Related Documents are required to be performed by it as a Lender. (dc) The Agent shall maintain a copy of each Assignment by the Borrower and Assumption Agreement delivered to any Lender at any reasonable time and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreementtime upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and Lender, an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code)Lender, the Swingline Bank Agent and the Issuing BankBorrower, together with the Note subject to such Assignment, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EE hereto, (i) accept such Assignment and Assumption AgreementAcceptance, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and (iii) record the Lendersinformation contained therein in the Register. Upon requestWithin five Business Days after its receipt of such notice, the Borrower Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note a new Note to the order of such assignee Lender in an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of aggregate principal amount equal to the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment assigned by it pursuant to such Assignment and Syndicated LoansAcceptance, and if the original promissory note evidencing such assigning Lender has retained any Revolving Credit Commitment and Syndicated Loans hereunder, a new Note to the order of the assigning Lender in an aggregate principal amount equal to the Revolving Credit Commitment retained by it hereunder, in each case prepared by the Agent. Such now Note shall be canceled and returned in an aggregate principal amount equal to the Borroweraggregate principal amount of such surrendered Note, shall be dated the date of the Agent's acceptance of such assignment and acceptance and shall otherwise be in substantially the form of Exhibit A hereto. (fe) Each Lender may sell participations to one or more banks, finance companies, insurance banks or other financial institutions entities in or to all or a portion of its rights and obligations under this Agreement and the other Related Documents (including including, without limitation limitation, all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to itit and its participation in Letters of Credit); provided, however, provided that (i1) such Lender's obligations under this Agreement (including including, without limitation limitation, its Revolving Credit Commitment hereunder) and the other Related Documents shall remain unchanged; (2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrower, the 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 and the other Related Documents; and (3) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates of the Loans, or (B) action directly effecting an increase of any of the Revolving Credit Commitments or principal amounts of Loans or a decrease in the rate of interest payable on the Loans. (f) Notwithstanding the foregoing provisions of this Section 10.13, each Lender may at any time sell, assign, transfer, or negotiate all or any part of its participations inrights and obligations under this Agreement and the Related Document to any Affiliate of such Lender.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Revolving Credit Commitment Commitments, Loans, and the Syndicated Loans owing to it and its participations in Letters of Creditall Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning Commitments and Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentAgreement, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent (such consent not to be unreasonably withheld or delayed); and (v) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement Acceptance, substantially in substantially the form attached hereto as Exhibit E of EXHIBIT G, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing and recordation fee of Five Thousand Dollars $3,500. ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Codeb) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable such Assignment and Assumption AgreementAcceptance, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Facility Document loan document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Subsidiary of their Subsidiaries or the performance or observance by the Borrower Borrowers or any Subsidiary their Subsidiaries of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) SECTION 6.08 and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its JPMorgan Chase Office a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such to each Lender from time to timetime (the "REGISTER"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented assignee, together with any Note or Notes subject to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankassignment, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit Ecompleted, (i) accept such Assignment and Assumption Agreement, Acceptance; (ii) record the information contained therein in the Register; and (iii) give prompt notice thereof to the Borrower and Borrowers. In the Lenders. Upon requestcase of any assignment by a Lender, within five (5) Banking Days after its receipt of such notice, the Borrower Borrowers, at their own expense, shall execute and deliver to the Agent an appropriate promissory note in favor exchange for the surrendered Notes, new Notes to the order of each assignee evidencing such assignee's Pro Rata Percentage Eligible Assignee in amounts equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, new Notes to the order of the Total Revolving Credit Commitmentassigning Lender in amounts equal to the Commitment retained by it hereunder. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans Such new Note or Notes shall be canceled and returned in an aggregate principal amount equal to the Borroweraggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of EXHIBIT A or EXHIBIT B as applicable. (f) Each Lender may sell participations to one or more banks, finance companies, insurance Persons (other than the Borrowers or other financial institutions any of their Affiliates) in or to all or a any portion of its rights and obligations under this Agreement (including including, without limitation limitation, all or a portion of its Revolving Credit Commitment Commitments or Loans and the Syndicated Loans owing to any Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) such Lender's obligations under this Agreement (including including, without limitation limitation, its Revolving Credit Commitment Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement; (iv) the Borrowers, the 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; (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Facility Document, or any consent to any departure by the Borrowers or any of their Subsidiaries therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral; and (vi) the identity of the participant shall have been approved by the Agent in writing to such Lender. (g) Subject to the provisions of SECTION 12.06, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this SECTION 12.05, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its participations inrights under this Agreement (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining Each Bank may, with the approval consent of the Agent, the Swingline Bank, the Issuing Bank Agent and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, (which approval consent will not be unreasonably withheldwithheld or delayed) assign all or any part of its Commitments, each Lender may assign its Note or Loans to one or more banks, finance companies, insurance another bank or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); Person provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed Section 9.01 hereof shall have occurred and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, continuing; (ii) record no such consent by the information contained therein Borrower or the Agent shall be required in the case of any assignment to a Bank; and (iii) give prompt notice thereof any such partial assignment shall be made in an amount of at least $5,000,000. Upon execution and delivery by the assignee to the Borrower and the LendersAgent of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the Commitment and Loan specified in such instrument, and upon consent thereto by the Borrower and the Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower and the Agent), the obligations, rights and benefits of a Bank hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such Assignee) and the assigning Bank shall, to the extent of assignment, be released from the Commitment (or portion thereof) so assigned. Upon requesteach such assignment the assignee shall pay the Agent an assignment fee of $3,500 and if the assignee shall not be a Bank, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the BorrowerAdministrative Questionnaire. (fc) Each Lender A Bank may sell participations or agree to sell to one or more banks, finance companies, insurance banks or other financial institutions Persons a participation in or to all or any part of any Loans held by it, or in its Commitment, in which event each purchaser of a participation (a "Participant") shall not, except as otherwise provided in Section 10.17 hereof, have any rights or benefits under this Agreement or any Note (the participant's rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Borrower to any Bank under Article 2 hereof in respect of Loans held by it and its Commitment, shall be determined as if such Bank had not sold or agreed to sell any participations in such Loan and Commitment, and as if such Bank were funding each of such Loan and Commitment in the same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. The agreement executed by such Bank in favor of the Participant shall not give the Participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Maturity Date, (ii) the extension of a payment date with respect to any fees payable hereunder or any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (iii) the reduction of the principal amount outstanding hereunder, or (iv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the Participant is entitled to receive under its agreement with such Bank. (d) In addition to the assignments and participations permitted under paragraphs (b) and (c) above, any Bank may assign and pledge all or any portion of its rights Loan and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Note to it); provided, however, that (i) any affiliate of such Lender's Bank, or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the 42 Board of Governors of the Federal Reserve System and any operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations under this Agreement hereunder. (e) A Bank may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including without limitation its Revolving Credit Commitment prospective assignees and its participations inparticipants), provided that such Bank shall require any assignee or participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.

Assignment; Participations. (a) This Agreement shall be binding upon, Subject to that certain side letter between the Buyer and shall inure to ABFS dated as of the benefit ofInterim Closing Date regarding assignments and participations, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower Buyer may not from time to time assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement and the Program Documents; provided, that the Buyer shall maintain, for review by the Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by the Buyer and its assignee (including an "Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of the Buyer hereunder, and (b) the Buyer shall, to the extent that such rights and obligations have been so assigned by it to either (i) an Affiliate of the Buyer which assumes the obligations of the Buyer or (ii) to another Person which assumes the obligations of the Buyer, be released from its obligations hereunder and under the Program Documents. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from the Buyer. The Buyer may distribute to any prospective assignee any document or other information delivered to the Buyer by the Seller. (b) The Buyer may sell participations to one or more Persons in or to all or a portion of its Revolving Credit Commitment their rights and the Syndicated Loans owing to it and its participations in Letters of Credit)obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning LenderBuyer's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; remain unchanged, (ii) unless the Agent Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties Seller shall continue to each such assignment shall execute deal solely and deliver to directly with the Agent, for its approval and acceptance, an Assignment and Assumption Agreement Buyer in substantially connection with the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bankBuyer's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption AgreementThe Buyer may, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any participation or proposed participation pursuant to this Agreement Section 28, disclose to the assignee or participant or proposed participant, as the case may be, any information relating to the Seller or any other Facility Document of its Affiliates or to any aspect of the execution, legality, validity, enforceability, genuineness, sufficiency Transaction that has been furnished to the Buyer by or value on behalf of this Agreement the Seller or any other Facility Document or any other instrument or document furnished pursuant heretoof its Affiliates; (ii) provided that such assigning Lender makes no representation or warranty and assumes no responsibility with respect participant agrees to hold such information subject to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes confidentiality provisions of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, Loan Parties and the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Servicer and their respective successors and assigns, and except that as otherwise provided in the Borrower Transaction Documents, no Loan Party may not assign or transfer any of its rights or obligations hereunder. (b) After first obtaining hereunder without the approval prior written consent of the AgentServicer (and any such assignment or transfer without such consent shall be null and void.) Without limiting the generality of the foregoing, subject to the Subordinated Agreement, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender Servicer may assign to one or more banks, finance companies, insurance or other financial institutions transfer all or a any portion of its rights and obligations under any Transaction Document, under the terms of this Agreement (including all or a portion to the extent provided in and subject to the terms of its Revolving Credit Commitment the Amended and the Syndicated Loans owing Restated Note and Warrant Purchase Agreement, to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constantany other Person, and not a varying, percentage such other Person shall thereupon become vested with all of the assigning Lenderrights and obligations in respect thereof, including, without limitation, with respect to the Collateral, granted to the Servicer herein. Without limiting the generality of the foregoing, the Loan Parties hereby acknowledge that the Servicer may sell, grant or assign, participation interest(s) in the Notes and in the Servicer's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount respect of the Revolving Credit Commitment Transaction Documents, including, without limitation, this Agreement, on the terms and conditions set forth in the Amended and Restated Note and Warrant Purchase Agreement. In the event that the Servicer shall sell, grant or assign such participation interest(s), subject to the provisions of the assigning Lender being assigned pursuant to each such assignment Amended and Restated Note and Warrant Purchase Agreement (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iiia) the parties Servicer may, in its sole discretion, disclose financial and other information to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if anyprospective participant(s) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bankLoan Parties, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shallLoan Parties shall cooperate with the Servicer in connection with any such participation and shall execute any and all documents which may be necessary or desirable, in the Servicer's or such participant's judgment, to the extent that rights effectuate any such participation(s), and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing each representation and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations agreement made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to Loan Parties in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Transaction Documents as are delegated to which it is a party shall run to the Agent by the terms hereof and thereof, together with benefit of such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lenderparticipant(s). (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Revolving Credit Commitment Commitment, Revolving Credit Loans and the Syndicated Term Loans owing to it and its participations in Letters of Creditall Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning Revolving Credit Commitments, Revolving Credit Loans and Term Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentAgreement, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent and the Borrowers (not to be unreasonably withheld) except that if a Default or Event of Default shall have occurred and be continuing, the consent of the Borrowers shall not be required; and (v) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing and recordation fee of Five Thousand Dollars $3,500. ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Codeb) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable such Assignment and Assumption AgreementAcceptance, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Facility Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Subsidiary of their Subsidiaries or the performance or observance by the Borrower Borrowers or any Subsidiary their Subsidiaries of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) xx.xx. 5.05 and (b6.08(a) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Facility Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in ss. 12.06 a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such to each Lender from time to timetime (the "Register"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented assignee, together with any Note or Notes subject to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankassignment, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EG hereto, (i) accept such Assignment and Assumption Agreement, Acceptance; (ii) record the information contained therein in the Register; and (iii) give prompt notice thereof to the Borrower and Borrowers. In the Lenders. Upon requestcase of any assignment by a Lender, within five Banking Days after its receipt of such notice, the Borrower Borrowers, at their own expense, shall execute and deliver to the Agent an appropriate promissory note in favor exchange for the surrendered Notes, new Notes to the order of each assignee evidencing such assignee's Pro Rata Percentage of Eligible Assignee in amounts equal to the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated LoansTerm Loans assumed by it pursuant to such Assignment and Acceptance and, if the original promissory note evidencing such assigning Lender has retained a Revolving Credit Commitment or any Term Loans hereunder, new Notes to the order of the assigning Lender in amounts equal to the Revolving Credit Commitment and Syndicated Term Loans retained by it hereunder. Such new Note or Notes shall be canceled and returned in an aggregate principal amount equal to the Borroweraggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the forms of Exhibits A-1 and A-2 hereto, respectively. (f) Each Lender may sell participations to one or more banks, finance companies, insurance Persons (other than the Borrowers or other financial institutions any of their Affiliates) in or to all or a any portion of its rights and obligations under this Agreement (including including, without limitation limitation, all or a portion of its Revolving Credit Commitment Commitments, Revolving Credit Loans or Term Loans and the Syndicated Loans owing to any Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including including, without limitation limitation, its Revolving Credit Commitment Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement; (iv) the Borrowers, the 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; (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Facility Document, or any consent to any departure by the Borrowers or any of their Subsidiaries therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral; and (vi) the identity of the participant shall have been approved by the Agent in writing to such Lender. (g) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this ss. 12.05, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information received by it from such Lender. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its participations inrights under this Agreement (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining . With the approval consent of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will consent shall not be unreasonably withheld, each Lender the Bank may assign assign, or sell participations in, all or any part of any Loan to one or more banks, finance companies, insurance another bank or other financial institutions all or a portion entity, in which event (a) in the case of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and an assignment, upon notice thereof by the Syndicated Loans owing Bank to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentBorrower, the aggregate amount assignee shall have, to the extent of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined unless otherwise provided therein), the same rights, benefits and obligations as of it would have if it were the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement")Bank hereunder; and (ivb) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiaryparticipation, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, participant shall have no rights under the rights and obligations Facility Documents. The agreement executed by the Bank in favor of a Lender the participant shall not give the participant the right to require the Bank to take or omit to take any action hereunder and (b) the Lender-assignor thereunder shall, except action directly relating to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility the extension of a payment date with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) amount outstanding hereunder allocated to such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreementparticipant, (ii) record the information contained therein and reduction of the principal amount outstanding hereunder or (iii) give prompt notice thereof the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Bank. The Bank may furnish any information concerning the Borrower and in the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage possession of the Total Revolving Credit CommitmentBank from time to time to assignees and participants (including prospective assignees and participants); provided that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. If the Lender-assignor The Bank shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned right at any time to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to pledge all or a any portion of its rights and obligations under the Loans or this Agreement or the Note to any of the twelve (including without limitation all or a portion 12) Federal Reserve Banks organized under Section 4 of its Revolving Credit Commitment and the Syndicated Loans owing to it); providedFederal Reserve Act, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in12 U.S.

Assignment; Participations. (a) This Agreement shall be binding uponThe Program Documents are not assignable by Seller. A Buyer, and shall inure in its sole discretion, may from time to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not time assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement and the Program Documents; provided, however that if such assignment is not made to an Affiliate of the Buyer, the Buyer must obtain the consent of Seller for such assignment, which consent shall not be unreasonably withheld; and provided further that the Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by the Buyer and its assignee (including an "Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of the Buyer hereunder, and (b) the Buyer shall, to the extent that such rights and obligations have been so assigned by it to either (i) an Affiliate of the Buyer which assumes the obligations of the Buyer or (ii) to another Person approved by Seller (such approval not to be unreasonably withheld) which assumes the obligations of the Buyer, be released from its obligations hereunder and under the Program Documents. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from the Agent on behalf of the Buyers. Subject to the provisions of Section 37, a Buyer may distribute to any prospective assignee any document or other information delivered to the Buyer by Seller. Notwithstanding any assignment by a Buyer pursuant to this Section 29, the Buyers shall remain liable as to the Transactions. (b) A Buyer may sell participations to one or more Persons in or to all or a portion of its Revolving Credit Commitment their rights and the Syndicated Loans owing to it and its participations in Letters of Credit)obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning LenderBuyer's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; remain unchanged, (ii) unless the Agent Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties Seller shall continue to each such assignment shall execute deal solely and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E directly with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right on behalf of the Agent, Buyers in connection with the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that Buyers' rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption AgreementThe Buyers may, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any participation or proposed participation pursuant to this Agreement Section 29, disclose to the assignee or participant or proposed participant, as the case may be, any information relating to the Seller or any other Facility Document of its Subsidiaries or to any aspect of the execution, legality, validity, enforceability, genuineness, sufficiency Transactions that has been furnished to the Buyers by or value on behalf of this Agreement the Seller or any other Facility Document or any other instrument or document furnished pursuant heretoof its Subsidiaries; (ii) provided that such assigning Lender makes no representation or warranty and assumes no responsibility with respect participant agrees to hold such information subject to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes confidentiality provisions of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder, or with respect to any Commitment fees, allocated to such participant, (iii) the reduction of the principal amount outstanding hereunder or (iv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree to maintain the confidentiality of such information. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect In addition to the Borrower assignments and participations permitted under the Federal Bankruptcy Codeparagraph (a) the Borrowerabove, which approval will not be unreasonably withheld, each Lender any Bank may assign to one or more banks, finance companies, insurance or other financial institutions and pledge all or a any portion of its rights Loans and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Notes to it and its participations in Letters of Credit); provided, however, that (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerObligors, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or its rights and obligations under the Letters of Credit to another bank or other entity; provided that any such assignment by such Bank of its rights and obligations in respect of the Letters of Credit shall require the prior consent of Chase such consent not to be unreasonably withheld; provided further that (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Obligors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $5,000. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect In addition to the Borrower assignments and participations permitted under the Federal Bankruptcy Codeparagraph (a) the Borrowerabove, which approval will not be unreasonably withheld, each Lender any Bank may assign to one or more banks, finance companies, insurance or other financial institutions and pledge all or a any portion of its Loans, its Notes and its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that Credit to (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to With the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval written consent of the Agent, the Swingline Bank, the Issuing Bank other Banks and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender Bank may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Revolving Credit Commitment and the Syndicated amounts under the Loans owing to it and its participations in Letters of Creditit); provided, however, that (i) each such assignment shall be of a 42 constant, and not a varying, percentage of all of the assigning LenderBank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; Agreement, (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance) with respect to such assignment) assignment shall in no event be less than Five Million Dollars ($5,000,000) 1,000,000 and shall be an integral multiple of One Million Dollars $100,000 ($1,000,000or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment); , and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment Acceptance and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a $2,000 processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)fee. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, (ax) the assignee thereunder shall become be a Bank party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender Bank hereunder and (by) the Lender-Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights to indemnification under Section 9.03) and be released from its obligations under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, such assigning Lender Bank 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender Bank makes no representation or warranty and assumes no to responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective its obligations under any Facility Document this Agreement or any other instrument or document furnished pursuant hereto; , (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b5.08(a) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender Bank or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent Agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their the terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank. (dc) The Agent shall maintain at its address set forth on the signature pages hereto a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the 43 recordation of the names and addresses of each Lender the Banks and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender each Bank from time to timetime (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders Banks may treat each Person whose name is so recorded in the Register as a Lender Bank hereunder for all purposes of this Agreement. (e) . The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender Bank and an assignee and consented to by the Borrower (except representing that no such consent of the Borrower shall be required if it is an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing BankEligible Assignee, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EF, (i) accept such Assignment and Assumption AgreementAcceptance, (ii) record the information contained therein in the Register and (iii) give iii)give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each The Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion any of its rights and obligations hereunder or under any of the other Loan Documents; provided that unless an Event of Default has occurred and is continuing, any such assignment shall require the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). The Lender may also grant or sell participation interests in this Agreement and the other Loan Documents and all sums payable hereunder and thereunder (each, a “Participation”) so long as each of the following conditions is satisfied with respect to such Participation: (i) in the absence of an Event of Default, the proposed participant is not a Competitor of the Borrower or any Affiliate thereof; (ii) no participant shall have direct recourse against the Borrower or any Affiliate of the Borrower but only through the Lender; (iii) the Borrower shall continue to deal solely and exclusively with the Lender in connection with the Lender’s rights and obligations under this Agreement; and (iv) any agreement or instrument pursuant to which the Lender sells such a Participation shall provide that any action to be taken to enforce the terms of this Agreement (including or to amend, modify or waive any provisions thereof shall require the consent of not less than a majority of the parties holding an interest this Agreement and all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit)sums payable thereunder; provided, however, that (i) such agreement or instrument may provide that, without the consent of each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentparticipant, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as followsto: (iA) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to postpone any statements, warranties or representations made in or in connection with date fixed by this Agreement or any other Facility Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Note, or any other amounts due by the Borrower or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Guarantor under this Agreement or any other Facility Document Loan Document, (B) reduce the amount of any scheduled principal and/or interest payment due hereunder or under the Note or any fees or other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance amounts payable by the Borrower or any Subsidiary of the Guarantor to the Lender under any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it)Loan Documents; provided, however, that only the consent of a majority of the participants shall be necessary to amend the definition of “Default Rate”, (iC) such Lender's release the Guarantor of any of its payment or performance obligations under its Guaranty, (D) release, subordinate or substitute any collateral given to secure the Borrower’s obligations under this Agreement or any other Loan Document, or (including without limitation its Revolving Credit Commitment and its participations inE) amend, waive or modify the provisions of this Section 9.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to With the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, written consent of the Issuing Bank Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Agent (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will consent shall not be unreasonably withheld), each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, all or a portion of its Revolving Credit Commitment and the Syndicated Loans amounts under the Reimbursement Obligations owing to it and its participations in Letters of Creditit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; Agreement, (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance) with respect to such assignment) assignment shall in no event be less than Five Million Dollars ($5,000,000) 5,000,000 and shall be an integral multiple of One Million Dollars $500,000 ($1,000,000or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, any lesser increment); , and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register (as defined in (c) below), an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment Acceptance and Assumption Agreement"); and (iv) the Agent shall receive a $3,500 non-refundable processing fee from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)assigning Lender. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, (ax) the assignee thereunder shall become be a Lender party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (by) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights to indemnification under Sections 2.6 and 8.5) and be released from its obligations under this Agreement arising after the date of assignment (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto.) (cb) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary Obligors or the performance or observance by the Borrower or any Subsidiary Obligors of any of their respective obligations under any Facility Document this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b5.1(b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent Agent on its behalf and to exercise such powers under this Agreement and the other Facility Fundamental Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their the terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender; and (vii) such assignee represents that such assignment will not result in any Prohibited Transaction. (dc) The Agent shall maintain at its address set forth on the signature pages hereto a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans Reimbursement Obligations owing to, and the amount of participations in Letters of Credit of, such each Lender from time to timetime (the "Register"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Obligors, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Obligors or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankits assignee, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit ED, (i) accept such Assignment and Assumption AgreementAcceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the BorrowerObligors. (fe) Each Lender may sell participations to one or more banks, finance companies, insurance banks or other financial institutions entities in or to all or a portion of its rights and obligations under this Agreement (including without limitation limitation, all or a portion of its Revolving Credit Commitment and the Syndicated Loans amounts under the Reimbursement Obligations owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation, its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Obligors, the 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; provided, that no Lender shall transfer or grant any participation under which the participant shall have the right to approve any amendment to or waiver of this Agreement or any other Fundamental Document, except with respect to an extension of the Facility Termination Date or a reduction of the principal amount of or the rate of interest payable on the Reimbursement Obligations or any fees related thereto. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.2, disclose to the assignee or participant or proposed assignee or participant any information relating to the Obligors furnished to such Lender by or on behalf of the Obligors; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Obligors received by it from such Lender. The Agent, and Lenders and the Obligors hereby agree that each of them (and each of their respective directors, employees, representatives or agents) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure (as those terms are defined by Treasury Regulation Section 1.6011-4) of the transactions under this Agreement, and all materials of any kind, including opinions or other tax analyses, that are provided to any of them related to such tax treatment and tax structure, excluding any disclosure of the identities of parties to this Agreement, any pricing information or any other term or detail not related to the tax treatment or tax structure of the transactions hereunder. Except as provided above, the Agent and the Lenders agree that from the date hereof, they will not and will not permit their respective Affiliates and their Affiliates' respective directors, officers, employees and agents, including accountants, legal counsel and other advisors, without the prior written consent of the Obligor, to submit or disclose to or file with any Person, any confidential or non-pubic information relating to an Obligor, except to a regulatory body or agency having jurisdiction over the Agent or such Lender or where disclosure otherwise may be required by or pursuant to process of law. (g) Nothing herein shall prohibit any Lender from pledging or assigning all or any portion of such Lender's rights under this Agreement and the other Fundamental Documents to a Federal Reserve Bank; provided, however, that no such pledge or assignment or enforcement thereof shall release such Lender from its Revolving Credit Commitment and its participations inobligations hereunder or under any other Fundamental Document.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Revolving Credit Commitment Commitment, Revolving Credit Loans and the Syndicated Term Loans owing to it and its participations in Letters of Creditall Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning Revolving Credit Commitments, Revolving Credit Loans and Term Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentAgreement, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent and the Borrowers (not to be unreasonably withheld) except that if a Default or Event of Default shall have occurred and be continuing, the consent of the Borrowers shall not be required; and (v) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing and recordation fee of Five Thousand Dollars $3,500. ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Codeb) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable such Assignment and Assumption AgreementAcceptance, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Facility Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Subsidiary of their Subsidiaries or the performance or observance by the Borrower Borrowers or any Subsidiary their Subsidiaries of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) sections 5.05 and (b6.08(a) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Facility Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in section 12.06 a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such to each Lender from time to timetime (the "REGISTER"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented assignee, together with any Note or Notes subject to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankassignment, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EEXHIBIT I hereto, (i) accept such Assignment and Assumption Agreement, Acceptance; (ii) record the information contained therein in the Register; and (iii) give prompt notice thereof to the Borrower and Borrowers. In the Lenders. Upon requestcase of any assignment by a Lender, within five Banking Days after its receipt of such notice, the Borrower Borrowers, at their own expense, shall execute and deliver to the Agent an appropriate promissory note in favor exchange for the surrendered Notes, new Notes to the order of each assignee evidencing such assignee's Pro Rata Percentage of Eligible Assignee in amounts equal to the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated LoansTerm Loans assumed by it pursuant to such Assignment and Acceptance and, if the original promissory note evidencing such assigning Lender has retained a Revolving Credit Commitment or any Term Loans hereunder, new Notes to the order of the assigning Lender in amounts equal to the Revolving Credit Commitment and Syndicated Term Loans retained by it hereunder. Such new Note or Notes shall be canceled and returned in an aggregate principal amount equal to the Borroweraggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the forms of EXHIBITS A-1 and A-2 hereto, respectively. (f) Each Lender may sell participations to one or more banks, finance companies, insurance Persons (other than the Borrowers or other financial institutions any of their Affiliates) in or to all or a any portion of its rights and obligations under this Agreement (including including, without limitation limitation, all or a portion of its Revolving Credit Commitment Commitments, Revolving Credit Loans or Term Loans and the Syndicated Loans owing to any Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) such Lender's obligations under this Agreement (including including, without limitation limitation, its Revolving Credit Commitment Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement; (iv) the Borrowers, the 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; (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Facility Document, or any consent to any departure by the Borrowers or any of their Subsidiaries therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral; and (vi) the identity of the participant shall have been approved by the Agent in writing to such Lender. (g) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this ss. 12.05, disclose to the assignee or participant or proposed assignee oR participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; PROVIDED, HOWEVER, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information received by it from such Lender. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its participations inrights under this Agreement (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining The Bank may, with the approval consent of the Agent, the Swingline Bank, the Issuing Bank and Borrower (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval consent will not be unreasonably withheldwithheld or delayed) assign all or any part of its Commitments, each Lender may assign its Note or Loans to one or more banks, finance companies, insurance another bank or other financial institutions all or a portion of its rights Person. Upon execution and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and delivery by the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect assignee to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of instrument in writing pursuant to which such assignee agrees to become a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, "Bank" hereunder having the Commitment and Loans specified in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptanceinstrument, and on upon consent thereto by the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof andBorrower, to the extent that required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and obligations hereunder have been assigned to it pursuant to such Assignment benefits of the Bank and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreementof assignment, relinquish its rights and be released from its obligations under this Agreementthe Commitment (or portion thereof) so assigned. (c) By executing The Bank may sell or agree to sell to one or more banks or other Persons a participation in all or any part of any Loans held by it, or in its Commitment, in which event each purchaser of a participation (a "Participant") shall not have any rights or benefits under this Agreement or any Note (the participant's rights against the Bank in respect of such participation to be those set forth in the agreements executed by the Bank in favor of the Participant). All amounts payable by the Borrower to the Bank under Section 2 hereof in respect of Loans held by it and delivering an Assignment its Commitment, shall be determined as if the Bank had not sold or agreed to sell any participations in such Loan and Assumption AgreementCommitment, and as if the Lender-assignor thereunder Bank were funding each of such Loan and Commitment in the assignee thereunder confirm same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. The agreement executed by the Bank in favor of the Participant shall not give the Participant the right to and agree with each other and require the other parties hereto as follows: Bank to take or omit to take any action hereunder except action directly relating to (i) other than as provided in such Assignment and Assumption Agreementthe extension of the Termination Date, such assigning Lender makes no representation or warranty and assumes no responsibility (ii) the extension of a payment date with respect to any statements, warranties or representations made in or in connection with this Agreement fees payable hereunder or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; amount outstanding hereunder allocated to such participant, (iii) such assignee confirms that it has received a copy of this Agreement, together with copies the reduction of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; principal amount outstanding hereunder, or (iv) the reduction of the rate of interest payable on such assignee will, independently and without reliance upon the Agent, such assigning Lender amount or any other Lender and based on such documents and information amount of fees payable hereunder to a rate or amount, as it shall deem appropriate at the timecase may be, continue below that which the Participant is entitled to make receive under its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes agreement with the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank. (d) The Agent shall maintain a copy In addition to the assignments and participations permitted under paragraphs (b) and (c) above, the Bank may assign and pledge all or any portion of each Assignment its Loans and Assumption Agreement delivered Note to and accepted by it and shall record the names and addresses (i) any affiliate of each Lender and the Revolving Credit Commitment ofsuch Bank, and principal amount or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Syndicated Loans owing to, Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the amount of participations in Letters of Credit of, such Lender Bank from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreementits obligations hereunder. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by The Bank may furnish any information concerning the Borrower (except that no such consent or any of its Subsidiaries in the possession of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect Bank from time to the Borrower under the Federal Bankruptcy Codetime to assignees and participants (including prospective assignees and participants), provided that the Swingline Bank and shall require any assignee or participant (prospective or otherwise) to agree in writing to maintain the Issuing Bank, the Agent shall, if confidentiality of such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrowerinformation. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower Borrowers may not assign or transfer its rights or obligations hereunder. Each Bank may, with the prior written consent of the Agent and, except while a Default exists and is continuing, the Borrowers (which consent of the Borrowers may not be unreasonably be withheld) assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation. Any assignment pursuant to this Section 11.5 shall be in an amount not less than $5,000,000 and shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000, except that (i) no such minimum amount will be required to be transferred or retained if such assignment is necessary or prudent for regulatory purposes, and (ii) no such minimum amount will be required to be transferred if the transferee is already a "Bank" hereunder. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. Notwithstanding any provision of this Section 11.5 to the contrary, in no event shall any participant have greater rights with respect to any or all of the Borrowers than those held by the Bank from which it obtained its participating interest. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect In addition to the Borrower assignments and participations permitted under the Federal Bankruptcy Codeparagraph (a) the Borrowerabove, which approval will not be unreasonably withheld, each Lender any Bank may assign to one or more banks, finance companies, insurance or other financial institutions and pledge all or a any portion of its rights Loans and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Note to it and its participations in Letters of Credit); provided, however, that (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under ARTICLE 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder, or with respect to any Commitment fees, allocated to such participant, (iii) the reduction of the principal amount outstanding hereunder or (iv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree to maintain the confidentiality of such information. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect In addition to the Borrower assignments and participations permitted under the Federal Bankruptcy Codeparagraph (a) the Borrowerabove, which approval will not be unreasonably withheld, each Lender any Bank may assign to one or more banks, finance companies, insurance or other financial institutions and pledge all or a any portion of its rights Loans and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Notes to it and its participations in Letters of Credit); provided, however, that (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. . Subject to Sections 10.05(b) and (bc) After first obtaining the approval of the Agenthereof, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will may not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of transfer its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters Note without the prior written consent of Credit)the Borrower; provided, however, that the Bank may, without such consent or notice, sell participations in, all or any part of any Loan to another bank or other entity, in which event in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if the Bank had not sold such participation. The agreement executed by the Bank in favor of the participant shall not give the participant the right to require the Bank to take or omit to take any action hereunder except action directly relating to (i) each such assignment shall be the extension of a constant, and not a varying, percentage payment date with respect to any portion of the assigning Lender's principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Bank. The Bank may furnish any information concerning the Borrower in the possession of the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. With respect to participations and assignments of rights and of the Bank permitted under this paragraph (a), the Bank shall remain solely responsible for the performance of its obligations under this Agreement and the assignment Borrower shall cover continue to deal solely and directly with the same percentage of such LenderBank in connection with the Bank's Revolving Credit Commitment rights and Syndicated Loans obligations under the Agreement. (b) In addition to the assignments and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower permitted under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, paragraph (a) and (c) hereof, the assignee thereunder shall become a party hereto Bank may assign and a "Lender" for purposes hereof and, pledge all or any portion of its Loans and Note to any affiliate of the Bank with prior notice to the extent Borrower, provided that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, the Bank shall have remain solely responsible for the rights and obligations performance of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank's rights (other than the right to receive payments) and obligations under this Agreement. No such assignment shall release the Bank from its obligations hereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect In addition to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations assignments and participations permitted under any Facility Document or any other instrument or document furnished pursuant hereto; paragraphs (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(aa) and (b) above, the Bank may assign and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender pledge all or any other Lender portion of its Loans and based on Note to any Federal Reserve Bank without notice to the Borrower as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such documents and information as Federal Reserve Bank, provided that the Bank shall remain solely responsible for the performance of it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers obligations under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of continue to deal solely and directly with the commencement of a case Bank in connection with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation Agreement. No such assignment shall release the Bank from its Revolving Credit Commitment and its participations inobligations hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Revolving Credit Commitment Commitment, Revolving Credit Loans and the Syndicated Term Loans owing to it and its participations in Letters of Creditall Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning Revolving Credit Commitments, Revolving Credit Loans and Term Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentAgreement, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent and the Borrowers (not to be unreasonably withheld) except that if a Default or Event of Default shall have occurred and be continuing, the consent of the Borrowers shall not be required; and (v) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing and recordation fee of Five Thousand Dollars $3,500. ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Codeb) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable such Assignment and Assumption AgreementAcceptance, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations 81 83 hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Facility Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Subsidiary of their Subsidiaries or the performance or observance by the Borrower Borrowers or any Subsidiary their Subsidiaries of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) Sections 5.05 and (b6.08(a) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Facility Loan Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in Section 12.06 a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such to each Lender from time to timetime (the "Register"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented assignee, together with any Note or Notes subject to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankassignment, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EK hereto, (i) accept such Assignment and Assumption Agreement, Acceptance; (ii) record the information contained therein in the Register; and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations inthe

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that neither the Borrower nor any Bank may not assign or transfer its rights or obligations, or transfer participations, hereunder other than as specifically permitted in this Section 11.05. Notwithstanding the foregoing, (i) provided that it obtains the prior written consent of the Borrower, which consent may not be unreasonably withheld or delayed, each Bank may transfer participations in all or any part of its Commitment, in principal amounts aggregating at least $5,000,000, to one or more other banks or other entities, and (ii) each Bank may transfer participations in all or any part of its Loans to one or more banks or other entities; provided, in each case, that the participant(s) shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation(s). The agreement executed by any such Bank in favor of any participant shall not give the participant the right to prevent such Bank from taking any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal, interest or fees allocated to such participant that may be outstanding or payable hereunder, (iii) the reduction of the principal amount outstanding hereunder or (iv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to participants (including prospective participants); provided that such Bank shall require any such prospective participant to agree to maintain the confidentiality of such information. (b) In addition to the participations permitted under Section 11.05(a), any Bank may assign and pledge all or any portion of its Loans and Notes to (i) any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations hereunder. (bc) After first obtaining As used on this Section 11.05, (i) the approval term "participation" shall mean an undivided interest in the Commitment, or in one or more Loans, of the Agent, the Swingline a Bank, provided, that in acquiring such undivided interest the Issuing Bank holder thereof acquires no rights under any Facility Document and no rights against any party thereto other than the transferor of such undivided interest; and (provided no Event ii) the terms "assign" and "assignment" relate to transfers of Default exists as a result of an interest in the commencement Commitment, or in one or more Loans, of a case with respect Bank, or of obligations of a Bank, pursuant to which the Borrower transferee acquires rights or obligations under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign one or more Facility Documents and rights against or obligations to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementthereto. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Lenders and their respective successors and assigns, except that the Borrower Borrowers may not assign or transfer its rights or obligations hereunder. Each Lender may assign, or sell participations in, all or any part of its commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Lender to the Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Lender hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under 2.10, 2.11 and 2.14 shall be determined as if such Lender had not sold such participation. No assignment can be made without the consent of the Borrowers and the Agent (which consents will not be unreasonably withheld) or in a principal amount which is less than $5,000,000 ; provided further that no consent of the Borrowers to any assignment shall be required after the occurrence of an Event of Default which shall be continuing. The agreement executed by a Lender in favor of any participant shall not give the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of the Revolving Credit Termination Date, (ii) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (iii) the reduction of the principal amount outstanding hereunder or (iv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Lender. Such Lender may furnish any information concerning the Borrowers in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants) with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld; provided that such Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), an administrative fee in the amount of $2,500 shall be paid to the Agent by the assignee for processing such assignment. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect In addition to the Borrower assignments and participations permitted under the Federal Bankruptcy Codeparagraph (a) the Borrowerabove, which approval will not be unreasonably withheld, each any Lender may assign to one or more banks, finance companies, insurance or other financial institutions and pledge all or a any portion of its rights Loans and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Note to it and its participations in Letters of Credit); provided, however, that (i) each any Affiliate of such Lender or (ii) any Federal Reserve Lender as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender. No such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of release the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, With the written consent of the Agent and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will consent shall not be unreasonably withheld), each Lender Bank may assign to one or more banks, finance companies, insurance commercial banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Revolving Credit Commitment and the Syndicated amounts under the Revolving Loans owing to it and its participations in Letters of Creditit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning LenderBank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; Agreement, (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance) with respect to such assignment) assignment shall in no event be less than Five Million Dollars ($5,000,000) 5,000,000 and shall be an integral multiple of One Million Dollars $500,000 ($1,000,000or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment); , and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register (as defined in (c) below), an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment Acceptance and Assumption Agreement"); and (iv) the Agent shall receive a $3,500 non-refundable processing fee from the assignor a processing fee of Five Thousand Dollars ($5,000)assigning Bank. Without restricting Notwithstanding the right foregoing, no written consent of the Agent, the Swingline Bank, the Issuing Borrower shall be required in connection with any assignment by a Bank or (provided no Event to an Affiliate of Default exists as a result such Bank of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender all or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating portion of its senior unsecured debt rights and obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)under this Agreement. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, (ax) the assignee thereunder shall become be a Bank party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender Bank hereunder and (by) the Lender-Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the date of assignment (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto.) (cb) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Bank assignor thereunder thereun der and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, such assigning Lender Bank 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective its obligations under any Facility Document this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) 5.8 and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender Bank or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent Agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their the terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank; and (vii) such assignee represents that such assignment will not result in any Prohibited Transaction. (dc) The Agent shall maintain at its address set forth on the signature pages hereto a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Banks and the Revolving Credit Commitment of, and principal amount of the Syndicated Revolving Loans owing to, and the amount of participations in Letters of Credit of, such Lender each Bank from time to timetime (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders Banks may treat each Person whose name is so recorded in the Register as a Lender Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankits assignee, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption AgreementAcceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (fe) Each Lender Bank may sell participations to one or more banks, finance companies, insurance banks or other financial institutions entities in or to all or a portion of its rights and obligations under this Agreement (including without limitation limitation, all or a portion of its Revolving Credit Commitment and the Syndicated amounts under the Revolving Loans owing to it); provided, however, that (i) such LenderBank's obligations under this Agreement (including without limitation limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; provided, that no Bank shall transfer or grant any participation under which the participant shall have the right to approve any amendment to or waiver of this Agreement or any Revolving Credit Commitment and its participations inNote, except with respect to an extension of the final maturity of the Revolving Loans or a reduction of the principal amount of or the rate of interest payable on the Revolving Loans or any fees related thereto. (f) Any Bank may, in connection with any assignment or participation or proposed assign ment or participation pursuant to this Section 9.5, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Bank. (g) Nothing herein shall prohibit any Bank from pledging or assigning any Revolving Note to any Federal Reserve Bank in accordance with applicable law.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent. The Bank may assign, the Swingline Bankor sell participations in, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount any part of the Revolving Credit Commitment or any Loan to another bank or other entity which is not a competitor of the assigning Lender being assigned pursuant Borrower or its Subsidiaries, in which event (i) in the case of an assignment, upon notice thereof by the Bank to each the Borrower, the assignee shall have, to the extent of such assignment (determined unless otherwise provided therein), the same rights, benefits and obligations as of it would have if it were the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement")Bank hereunder; and (ivii) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiaryparticipation, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, participant shall have no rights under the rights and obligations Facility Documents. The agreement executed by the Bank in favor of a Lender the participant shall not give the participant the right to require the Bank to take or omit to take any action hereunder and (b) the Lender-assignor thereunder shall, except action directly relating to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility the extension of a payment date with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) amount outstanding hereunder allocated to such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreementparticipant, (ii) record the information contained therein and reduction of the principal amount outstanding hereunder or (iii) give prompt notice thereof the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Bank. The Bank may furnish any information concerning the Borrower in the possession of the Bank from time to time to assignees and participants (including prospective assignees and participants); (b) In addition to the Borrower assignments and the Lenders. Upon requestparticipations permitted under paragraph (a) above, the Borrower shall execute Bank may assign and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to pledge all or a any portion of its rights Loans and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Note to it); provided, however, that (i) any affiliate of the Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Lender's Federal Reserve Bank. No such assignment shall release the Bank from its obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations inhereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, Subject to that certain side letter between the Buyer and shall inure to ABFS dated as of the benefit ofdate hereof regarding assignments and participations, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower Buyer may not from time to time assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement and the Program Documents; provided, that the Buyer shall maintain, for review by the Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by the Buyer and its assignee (including an "Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be a party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of the Buyer hereunder, and (b) the Buyer shall, to the extent that such rights and obligations have been so assigned by it to either (i) an Affiliate of the Buyer which assumes the obligations of the Buyer or (ii) to another Person which assumes the obligations of the Buyer, be released from its obligations hereunder and under the Program Documents. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from the Buyer. The Buyer may distribute to any prospective assignee any document or other information delivered to the Buyer by the Seller. (b) The Buyer may sell participations to one or more Persons in or to all or a portion of its Revolving Credit Commitment their rights and the Syndicated Loans owing to it and its participations in Letters of Credit)obligations under this Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning LenderBuyer's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; remain unchanged, (ii) unless the Agent Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties Seller shall continue to each such assignment shall execute deal solely and deliver to directly with the Agent, for its approval and acceptance, an Assignment and Assumption Agreement Buyer in substantially connection with the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bankBuyer's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption AgreementThe Buyer may, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any participation or proposed participation pursuant to this Agreement Section 28, disclose to the assignee or participant or proposed participant, as the case may be, any information relating to the Seller or any other Facility Document of its Subsidiaries or to any aspect of the execution, legality, validity, enforceability, genuineness, sufficiency Transaction that has been furnished to the Buyer by or value on behalf of this Agreement the Seller or any other Facility Document or any other instrument or document furnished pursuant heretoof its Subsidiaries; (ii) provided that such assigning Lender makes no representation or warranty and assumes no responsibility with respect participant agrees to hold such information subject to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes confidentiality provisions of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. . Subject to the consent of the Insurance Commissioner, if required, the Lender may (a) sell participations in any Loan, (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and upon ten (provided no Event of Default exists as a result of the commencement of a case with respect 10) days’ notice to the Borrower under may assign all, but not a part, of any Loan to another lender, (c) without notice to the Federal Bankruptcy CodeBorrower may assign all or any part of any Loan to any Affiliate of the Lender, or (d) with the prior written consent of the Borrower, which approval consent will not unreasonably be unreasonably withheld, each Lender may assign less than all of any Loan to one or more banksanother lender, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that which event (i) each in the case of an assignment, the assignee shall have, to the extent of such assignment shall be of a constant(unless otherwise provided therein), and not a varyingthe same rights, percentage of the assigning Lender's rights benefits and obligations under this Agreement as it would have if it were the Lender hereunder; and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiaryparticipation, the participant shall have no rights under this Agreement or the Note. The agreement executed by the Lender in favor of any participant shall not give such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. participant the right to require the Lender to take or a comparable rating by a rating agency acceptable omit to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, take any action hereunder except action directly relating to (a) the assignee thereunder shall become extension of a party hereto and a "Lender" for purposes hereof and, regularly scheduled payment date with respect to any portion of the extent that rights and obligations principal of or interest on any amount outstanding hereunder have been assigned to it pursuant allocated to such Assignment and Assumption Agreementparticipant, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to reduction of the extent that rights and obligations hereunder have been assigned by it pursuant principal amount allocated to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. participant or (c) By executing and delivering an Assignment and Assumption Agreementthe reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning . The Lender makes no representation or warranty and assumes no responsibility with respect to may furnish any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of information concerning the Borrower or any Subsidiary or in the performance or observance by the Borrower or any Subsidiary possession of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent time to assignees and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement participants (including without limitation all or a portion of its Revolving Credit Commitment prospective assignees and the Syndicated Loans owing to itparticipants); provided, however, provided that the Lender shall require any such prospective assignee or such participant (iprospective or otherwise) to agree in writing to maintain the confidentiality of such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations ininformation in accordance with the provisions set forth in Section 8.15.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Revolving Credit Commitment Commitment, Revolving Credit Loans, and the Syndicated Loans owing to it and its participations in Letters of Creditall Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning Revolving Credit Commitments and Revolving Credit Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentAgreement, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent and the Borrowers (not to be unreasonably withheld) except that if a Default or Event of Default shall have occurred and be continuing, the consent of the Borrowers shall not be required; and (v) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing and recordation fee of Five Thousand Dollars $3,500. ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Codeb) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable such Assignment and Assumption AgreementAcceptance, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Facility Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Subsidiary of their Subsidiaries or the performance or observance by the Borrower Borrowers or any Subsidiary their Subsidiaries of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section Sections 6.05 and 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in Section 13.06 a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such to each Lender from time to timetime (the "REGISTER"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement.. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. 84 (e) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented assignee, together with any Note or Notes subject to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankassignment, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EEXHIBIT H hereto, (i) accept such Assignment and Assumption Agreement, Acceptance; (ii) record the information contained therein in the Register; and (iii) give prompt notice thereof to the Borrower and Borrowers. In the Lenders. Upon requestcase of any assignment by a Lender, within five Banking Days after its receipt of such notice, the Borrower Borrowers, at their own expense, shall execute and deliver to the Agent an appropriate promissory note in favor exchange for the surrendered Notes, new Notes to the order of each assignee evidencing such assignee's Pro Rata Percentage of Eligible Assignee in amounts equal to the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment assumed by it pursuant to such Assignment and Syndicated LoansAcceptance and, if the original promissory note evidencing such assigning Lender has retained a Revolving Credit Commitment and Syndicated Loans hereunder, new Notes to the order of the assigning Lender in amounts equal to the Revolving Credit Commitment retained by it hereunder. Such new Note or Notes shall be canceled and returned in an aggregate principal amount equal to the Borroweraggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of EXHIBIT A hereto. (f) Each Lender may sell participations to one or more banks, finance companies, insurance Persons (other than the Borrowers or other financial institutions any of their Affiliates) in or to all or a any portion of its rights and obligations under this Agreement (including including, without limitation limitation, all or a portion of its Revolving Credit Commitment Commitments or Revolving Credit Loans and the Syndicated Loans owing to any Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) such Lender's obligations under this Agreement (including including, without limitation limitation, its Revolving Credit Commitment Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement; (iv) the Borrowers, the 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; (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Facility Document, or any consent to any departure by the Borrowers or any of their Subsidiaries therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral; and (vi) the identity of the participant shall have been approved by the Agent in writing to such Lender. (g) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.05, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers; PROVIDED, HOWEVER, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information received by it from such Lender. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its participations inrights under this Agreement (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerMicro Warehouse, the Subsidiary Borrowers, the Subsidiary Guarantors, the Administrative Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Lenders and their respective successors and assigns, except that none of the Borrower Obligors may not assign or transfer its their rights or obligations hereunder. (b) After first obtaining the approval . So long as any assignment or participation by any Lender of its rights and obligations in respect of the Agent, Letters of Credit shall require the Swingline Bank, prior consent of the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect Lender such consent not to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign assign, or sell participations in, all or any part of any Obligation to one or more banks, finance companies, insurance another bank or other financial institutions entity, in which event (i) in the case of an assignment, upon notice thereof by the Lender to Micro Warehouse with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Lender hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Articles 2 and 3 shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such Lender to take or omit to take any action (b) In addition to the assignments and participations permitted under paragraph (a) above, any Lender may assign and pledge all or a portion of its rights and obligations under this Agreement (including all or a any portion of its Revolving Credit Commitment Loans and the Syndicated Loans owing Revolving Credit Notes to it and its participations in Letters of Credit); provided, however, that (i) each any affiliate of such Lender or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of release the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Subsidiary Co-Borrowers, the Administrative Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower Primary Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Senior Obligation to another bank or other entity provided that any assignment or participation by any Bank of its rights and obligations in respect of the Letters of Credit shall require the prior consent of the Issuing Bank, such consent not to be unreasonably withheld, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower and the Subsidiary Co-Borrowers under Article 4 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Consolidated Entities in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500. (b) After first obtaining In addition to the approval assignments and participations permitted under paragraph (a) above, any Bank may assign and pledge all or any portion of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect Senior Obligations held by it to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Upon thirty (b30) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect days prior notice to the Borrower under and with the Federal Bankruptcy Code) written consent of the Borrower, Agent and the Borrower (which approval will consent shall not be unreasonably withheld), each Lender Bank may assign to one or more banks, finance companies, insurance commercial banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Revolving Credit Commitment and the Syndicated amounts under the Revolving Loans owing to it and its participations in Letters of Creditit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning LenderBank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; Agreement, (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender Bank being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance) with respect to such assignment) assignment shall in no event be less than Five Million Dollars ($5,000,000) 5,000,000 and shall be an integral multiple of One Million Dollars $500,000 ($1,000,000or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment); , and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval acceptance and acceptancerecording in the Register (as defined in (c) below), an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment Acceptance and Assumption Agreement"); and (iv) the Agent shall receive a $3,500 non-refundable processing fee from the assignor a processing fee of Five Thousand Dollars ($5,000)assigning Bank. Without restricting Notwithstanding the right foregoing, no written consent of the Agent, the Swingline Bank, the Issuing Borrower shall be required in connection with any assignment by a Bank or (provided no Event to an Affiliate of Default exists as a result such Bank of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender all or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating portion of its senior unsecured debt rights and obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)under this Agreement. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, (ax) the assignee thereunder shall become be a Bank party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender Bank hereunder and (by) the Lender-Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the date of assignment (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto.) (cb) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, such assigning Lender Bank 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective its obligations under any Facility Document this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) 5.8 and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender Bank or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent Agent on its behalf and to exercise such powers under this Agreement and the other Facility Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their the terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank; and (vii) such assignee represents that such assignment will not result in any Prohibited Transaction. (dc) The Agent shall maintain at its address set forth on the signature pages hereto a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Banks and the Revolving Credit Commitment of, and principal amount of the Syndicated Revolving Loans owing to, and the amount of participations in Letters of Credit of, such Lender each Bank from time to timetime (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders Banks may treat each Person whose name is so recorded in the Register as a Lender Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Assumption Agreement Acceptance executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bankits assignee, the Agent shall, if such Assignment and Assumption Agreement Acceptance has been properly completed and is in substantially the form of Exhibit EXHIBIT E, (i) accept such Assignment and Assumption AgreementAcceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (fe) Each Lender Bank may sell participations to one or more banks, finance companies, insurance banks or other financial institutions entities in or to all or a portion of its rights and obligations under this Agreement (including without limitation limitation, all or a portion of its Revolving Credit Commitment and the Syndicated amounts under the Revolving Loans owing to it); provided, however, that (i) such LenderBank's obligations under this Agreement (including without limitation limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; PROVIDED, that no Bank shall transfer or grant any participation under which the participant shall have the right to approve any amendment to or waiver of this Agreement or any Revolving Credit Commitment Note, except with respect to an extension of the final maturity of the Revolving Loans or a reduction of the principal amount of or the rate of interest payable on the Revolving Loans or any fees related thereto. (f) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.5, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Bank. (g) Nothing herein shall prohibit any Bank from pledging or assigning all or any portion of such Bank's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such pledge or assignment or enforcement thereof shall release such Bank from its participations inobligations hereunder or under any other Loan Document.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval , without prior written consent of the AgentLender (any of such assignment or transfer without such consent shall be null and void). Provided that the requirements of Section 12.05(c) are met, Lender shall have the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect unrestricted right at any time or from time to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may time to assign to one or more banks, finance companies, insurance or other financial institutions sell participations in all or a portion of its rights and obligations under this Agreement (including all hereunder or a portion any part of its Revolving Credit Commitment rights and the Syndicated Loans owing obligations hereunder to it and its participations in Letters of Credit); provided, however, another bank or other financial institution provided that (i) each such assignment shall be in a minimum amount equal to $3,000,000 and an integral multiple of $1,000,000 in excess thereof (unless such amount constitutes the entire remaining amount of Lender's Commitment), (ii) each such assignment of Lender's Revolving Credit Commitment shall be of a constantuniform, and not a varying, percentage of the assigning Lender's all rights and obligations under this Agreement and the in respect of Lender's Revolving Credit Commitment, and (iii) each such assignment shall cover the same percentage of such Lender's Revolving Credit Commitment shall be subject to the consent of the Borrower, which consent will not be unreasonably withheld or delayed (provided that such consent shall not be required if a Default or an Event of Default has occurred and Syndicated Loans and participations is continuing); in Letters which event (x) in the case of Credit; (ii) unless an assignment, upon notice thereof by Lender to the Agent and the Borrower otherwise consentBorrower, the aggregate amount assignee shall have, to the extent of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined unless otherwise provided therein), the same rights, benefits and obligations as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (it would have if any) as the Agent may approve (the "Assignment and Assumption Agreement")it were a Lender hereunder; and (ivy) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under the Facility Documents, including, without limitation, under Article 4, shall be determined as if Lender had not sold such participation. The agreement executed by Lender in favor of the participant shall not give the participant the right to require Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a subsidiarypayment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess the reduction of Ten Billion Dollars the principal amount outstanding hereunder allocated to such participant or ($10,000,000,000)iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with Lender. Upon such executionLender may furnish any information concerning the Borrower, delivery, approval and acceptance, and on the effective date specified any Subsidiary or any other Obligor (or any of their respective affiliates) in the applicable Assignment possession of Lender from time to time to assignees and Assumption Agreement, participants (including prospective assignees and participants); provided that Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information in accordance with the provisions of Section 12.13. (b) In addition to the assignments and participations permitted under paragraph (a) above, Lender may assign and pledge all or any portion of the Facility Documents, including any portion of the Note, held by it to (i) any Affiliate of Lender provided that the requirements of Section 12.05(c) are met with respect to any Affiliate of Lender or (ii) any Federal Reserve Bank organized under Section 4 of the Federal Reserve Act, 12 U.S.C., Section 341, as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such pledge or assignment or enforcement thereof shall release the assigning Lender from its obligations hereunder. (c) If, pursuant to this Section 12.05, any interest in this Agreement is transferred to any participant or assignee thereunder that is organized under the laws of any jurisdiction other than the United States or any state thereof, the Lender transferring such interest (the "Transferor Lender") shall become cause such participant or assignee concurrently with the effectiveness of such transfer, (i) to represent to the Transferor Lender (for the benefit of the Transferor Lender and the Borrower) that it is either (A) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrower under this Agreement; or (B) is engaged in a party hereto trade or business within the United States and such Loan is effectively connected with such trade or business, (ii) to furnish to the Transferor Lender and the Borrower either Internal Revenue Service Form W-8ECI or Internal Revenue Service Form W-8BEN (wherein such participant or assignee claims entitlement to complete exemption from federal withholding tax of the United States of America on all payments hereunder) and (iii) to agree (for the benefit of the Transferor Lender, the Lender and the Borrower) to provide to the Transferor Lender and Borrower such forms or documentation as may be required from time to time, including a "Lender" for purposes hereof andnew Form W-8ECI or Form W-8BEN upon the obsolescence of any previously delivered form, in accordance with applicable Laws of the United States of America establishing the current status of such participant or assignee with regard to continued entitlement to such complete withholding tax exemption. If, pursuant to this Section 12.05, an interest in this Agreement is transferred to any participant or assignee that is organized under the laws of the United States or any state thereof, such assignee or participant, to the extent required by law, shall provide the Borrower and the Transferor Lender with a completed Internal Revenue Service Form W-9. (d) In the event an assignment is permitted under paragraph (a) above, Borrower agrees that it shall, and it shall cause each Subsidiary to, execute, or cause to be executed, such documents, including, without limitation, non-substantive amendments to the Facility Documents and to any other documents, instruments and agreements executed in connection herewith as the assigning Lender shall deem necessary to effect the foregoing. In addition, at the request of the assigning Lender, and any such assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such assignee and if the assigning Lender has retained any of its rights and obligations hereunder have been assigned to it pursuant following such assignment, to such Assignment Lender which new promissory notes shall be issued in replacement of but not in discharge of, the liability evidenced by the promissory note held by such Lender prior to such assignment and Assumption Agreementshall reflect the amount of the respective commitments and loans held by such assignee and such Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by an assigning Lender in connection with such assignment, and the payment by assignee of the purchase price agreed to by such Lender and such assignee, such assignee shall be a party to this Agreement and shall have all of the rights and obligations of a Lender hereunder (and (bunder any and all other guaranties, documents, instruments and agreements executed in connection herewith) the Lender-assignor thereunder shall, to the extent that such rights and obligations hereunder have been assigned by it Lender pursuant to the assignment documentation between such Assignment assigning Lender and Assumption Agreementsuch assignee, relinquish its rights and such assigning Lender shall be released from its obligations under this Agreementhereunder and thereunder to a corresponding extent. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This The provisions of this Agreement shall be binding upon, upon and shall inure to the benefit of, of the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank parties hereto and their respective successors and assignsassigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunderhereunder without the prior written consent of the Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). 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) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each The Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and Loans at the Syndicated Loans time owing to it and its participations in Letters of Creditit); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (Acceptance, provided further that if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right written consent of the Agent, Borrower is required by the Swingline Bank, the Issuing Bank or (provided no Event definition of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary“Eligible Assignee”, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent written consent shall have been obtained. From and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, (a) the assignee Eligible Assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a the Lender under this Agreement, and the assignor hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assignor’s rights and obligations under this Agreement, such assignor shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.04, 4.03, 4.04 and 14.17 to the extent any claim thereunder relates to an event arising or such assignor’s status or activity as Lender prior to such assignment. (c) By executing and delivering an Assignment and Assumption Agreement, Any assignment or transfer by the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation of rights or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection obligations under this Agreement that does not comply with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value Section 14.10 shall be treated for purposes of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance as a sale by the Borrower or any Subsidiary Lender of any of their respective a participation in such rights and obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms paragraph (e) of this Agreement are required to be performed by it as a LenderSection. (d) The Agent Collateral Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Collateral Agent’s Office a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders, and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans Loan owing to, and each Lender pursuant to the amount of participations in Letters of Credit of, such Lender terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Collateral Agent and the Lenders may treat each Person whose name is so 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. The Borrower may request in writing a copy of the Register from time to time and the Collateral Agent will promptly deliver a copy of such Register to the Borrower promptly thereafter. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning The Lender and an assignee and consented to by may, without the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code)of, the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt or notice thereof to the Borrower and the Lenders. Upon requestto, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance banks or other financial institutions entities (a “Participant”) in or to all or a portion of its the Lender’s rights and and/or obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, provided that (i) such the Lender's ’s obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the 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 the agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (a)(ii) or (a)(iii) of the proviso to Section 14.02 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.04, 4.03 and 4.04 to the same extent as if it were the Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.06 as though it were the Lender, provided such Participant agrees to be subject to Section 3.03 as though it were the Lender. (f) A Participant shall not be entitled to receive any greater payment under Section 3.04 or Article IV than the 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 that would be a Non-U.S. Lender if it were Lender shall not be entitled to the benefits of Section 3.04 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.04 as though it were Lender. (g) The Lender may, without the consent of the Borrower at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Lender, including without limitation 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 the Lender from any of its Revolving Credit Commitment and its participations inobligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

Assignment; Participations. (a) This Agreement Borrower shall be binding uponnot, and shall inure to without the benefit of, the Borrower, the Agent, the Co-Agent, prior written consent of the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not be entitled to assign any Loan Document or transfer any of its rights or obligations hereunderObligations thereunder to any other Person and any purported assignment thereof shall be deemed null and void and of no force or effect. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may at any time sell, transfer, negotiate or assign (a “Sale”) to one or more banks, finance companies, insurance or other financial institutions all Registered Entities or a portion Mexican Person (but excluding any entity which is a direct competitor of its Borrower, Cone Denim LLC or their respective Affiliates) or a Mexican bank or Mexican financial institution (each an “Assignee”) all, or any ratable part of all, of such Lender’s Term Loans, Promissory Note and the other rights and obligations under this Agreement (including all or a portion Obligations of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit)such Lender hereunder; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate outstanding principal amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect applicable Assignment) of the Term Loans subject to any such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and Sale shall be an integral multiple in a minimum amount of One Million Dollars ($1,000,000); , unless such Sale is of the assignor’s (iiitogether with its Affiliates) entire interest in the Term Loans or is made with the prior consent of the Borrower and the Agent. The parties to each such assignment Sale shall execute and deliver to the Agent, for its approval and acceptance, Agent (which shall keep a copy thereof) an Assignment and Assumption Agreement in substantially payment by the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee Assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, assignment fee in the case amount of a bank which is a subsidiary, such bank's parent has) a rating of $3,500 (unless waived by Agent in its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000sole discretion). Upon such executionreceipt of all the foregoing, delivery, approval from and acceptance, and on after the effective date specified in such Assignment, the applicable Assignment and Assumption AgreementAgent shall record or cause to be recorded in the Register the information contained in such Assignment. Effective upon the entry of such record in the Register, (ai) the assignee thereunder such Assignee shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such Assignee pursuant to such Assignment and Assumption AgreementAssignment, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Assumption AgreementAssignment, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under this Agreementthe Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). Within five (5) Business Days after its receipt of notice from the Agent that a Lender has assigned all or part of its interest in the Term Loans, Borrower shall execute and deliver to the assigning Lender or the Assignee, as applicable, a new Promissory Note evidencing the Assignee’s assigned portion of the Term Loans and (i) if the assigning Lender has retained a portion of the Term Loans, a replacement Promissory Note, in the principal amount of the portion of the Term Loans retained by the assigning Lender (such Promissory Note to be in exchange for, but not in payment of, the Promissory Note held by the assigning Lender), or (ii) if the assigning Lender assigns its entire interest in the Term Loans, such Lender shall deliver the original Promissory Note evidencing such Term Loans to Borrower. (c) By executing and delivering an Assignment and Assumption In addition to the other rights provided in this Section 11.11 each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Lender-assignor thereunder and Term Loans), to (A) any federal reserve bank (pursuant to Regulation A of the assignee thereunder confirm Federal Reserve Board), without notice to and agree with each other and the other parties hereto as follows: Agent or (iB) other than as provided in such Assignment and Assumption Agreementany holder of, or trustee for the benefit of the holders of, such assigning Lender makes Lender’s Indebtedness or equity securities, by notice to the Agent; provided, however, that no representation such holder or warranty and assumes no responsibility trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with respect clause (b) above), shall be entitled to any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value rights of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes hereunder and no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary such Lender shall be relieved of any of their respective its obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lenderhereunder. (d) The Agent shall maintain Each Lender may at any time sell to any Person (other than a copy natural person or any Affiliate of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing toBorrower) (a “Participant”) participating interests in such Lender’s Term Loans, and the other interests of such Lender hereunder and under the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.12, 2.14, 11.12, 11.13 and 11.14 as though it also were a Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of participations in Letters of Credit of, such Lender from time its participating interest were owing directly to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded it as if it were a Lender hereunder for all purposes of under this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent The Agent, acting as agent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case solely for tax purposes and solely with respect to the Borrower under the Federal Bankruptcy Codeactions described in this Section 11.11(e), the Swingline Bank shall establish and the Issuing Bank, maintain at its address referred to in Section 11.2 (or at such other address as the Agent shall, if may notify the Borrower) (A) a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Agent and each Lender in the Term Loans and any assignment of any such Assignment interest and Assumption Agreement has been properly completed (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and is in substantially addresses of the form of Exhibit ELenders (and each change thereto pursuant to Section 11.11), (i2) accept such Assignment and Assumption Agreementthe amount of each Loan, (ii3) record the information contained therein LIBOR Period applicable to each Loan, (4) the amount of any principal or interest due and payable or paid, and (iii5) give prompt notice thereof any other payment received by the Agent from Borrower and its application to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the BorrowerObligations. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each The Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion any of its rights and obligations hereunder or under any of the other Loan Documents (i) to a regulated financial institution without the consent of, but upon notice to, the Borrower, and (ii) to a non-regulated financial institution with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Borrower fails to respond to such request for consent within ten (10) Business Days after its receipt thereof, the Borrower shall be deemed to have consented thereto. In the event the Borrower refuses to give its consent to such request, the Borrower shall have the option of either (i) prepaying the Loan in full, without penalty, within sixty (60) days thereafter, or (ii) waiving its right to object to such assignment. The Lender may also grant or sell participation interests in this Agreement and the other Loan Documents and all sums payable hereunder and thereunder (each, a “Participation”) so long as each of the following conditions is satisfied with respect to such Participation: (i) in the absence of an Event of Default, the proposed participant is not a Competitor of the Borrower or any Affiliate thereof; (ii) no participant shall have direct recourse against the Borrower or any Affiliate of the Borrower but only through the Lender; (iii) the Borrower shall continue to deal solely and exclusively with the Lender in connection with the Lender’s rights and obligations under this Agreement; and (iv) any agreement or instrument pursuant to which the Lender sells such a Participation shall provide that any action to be taken to enforce the terms of this Agreement (including or to amend, modify or waive any provisions thereof shall require the consent of not less than a majority of the parties holding an interest this Agreement and all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit)sums payable thereunder; provided, however, that (i) such agreement or instrument may provide that, without the consent of each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentparticipant, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as followsto: (iA) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to postpone any statements, warranties or representations made in or in connection with date fixed by this Agreement or any other Facility Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Note, or any other amounts due by the Borrower or the execution, legality, validity, enforceability, genuineness, sufficiency or value of Guarantor under this Agreement or any other Facility Document Loan Document, (B) reduce the amount of any scheduled principal and/or interest payment due hereunder or under the Note or any fees or other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance amounts payable by the Borrower or any Subsidiary of the Guarantor to the Lender under any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it)Loan Documents; provided, however, that only the consent of a majority of the participants shall be necessary to amend the definition of “Default Rate”, (iC) such Lender's release the Guarantor of any of its payment or performance obligations under its Guaranty, (D) release, subordinate or substitute any collateral given to secure the Borrower’s obligations under this Agreement or any other Loan Document, or (including without limitation its Revolving Credit Commitment and its participations inE) amend, waive or modify the provisions of this Section 9.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower The Company may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing under this Agreement. Each Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it Loans, its Notes, and its participations in Letters of CreditCommitment); provided, however, that that: (i) except in the case of an assignment to another Bank or an Affiliate of such Bank, any such assignment shall require the prior written approval of the Agent and the Company (such approval not to be unreasonably withheld or delayed), provided that the Company's consent is not required during the existence and continuation of an Event of Default; (ii) except in the case of an assignment to another Bank or an Affiliate of such Bank or an assignment of all of a Bank's rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Bank) and an integral multiple of $500,000 in excess thereof; (iii) each such assignment by a Bank shall be of a constant, and not a varying, percentage of the assigning Lender's all of its rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of CreditNotes; and (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iiiiv) the parties to each such assignment shall execute and deliver to the Agent, Agent for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive acceptance a processing fee from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)3,500. Upon such execution, delivery, approval and acceptanceacceptance of such assignment, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Assumption Agreementassignment, shall have the rights obligations, rights, and obligations benefits of a Lender Bank hereunder and (b) the Lender-assignor thereunder assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Assumption Agreementassignment, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement. Upon the consummation of any assignment pursuant to this Section 9.10(a), the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrowerassignor, the Agent and the Lenders may treat each Person whose name is Company shall make appropriate arrangements so recorded as a Lender hereunder for all purposes of this Agreementthat, if required, new Notes are issued to the assignor and the assignee. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (fb) Each Lender Bank may sell participations to one or more banks, finance companies, insurance or other financial institutions Persons in or to all or a portion of its rights, obligations or rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment Commitment, its Notes and the Syndicated Loans owing to itits Loans); provided, however, that (i) such LenderBank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article II, inclusive, and the right of set-off contained in Section 2.19, and (iv) the Company shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and such Bank shall retain the sole right to enforce the obligations of the Company relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, or extending its Commitment). (c) Any Bank may furnish any information concerning the Company in the possession of such Bank from time to time to assignees and participants (including without limitation its Revolving Credit Commitment prospective assignees and its participations inparticipants).

Assignment; Participations. (a) This Agreement shall be -------------------------- binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. . Subject to the consent of the Insurance Commissioner, if required, the Bank may sell participations in, or upon ten (10) days' notice to the Borrower may assign all or any part of, any Revolving Loan to another lender, in which event (a) in the case of an assignment, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Bank hereunder; and (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiaryparticipation, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, participant shall have the no rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and Revolving Note or the assignee thereunder confirm Pledge Agreement. The agreement executed by the Bank in favor of the participant shall not give the participant the right to and agree with each other and require the other parties hereto as follows: Bank to take or omit to take any action hereunder except action directly relating to (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility the extension of a regularly scheduled payment date with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) amount outstanding hereunder allocated to such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreementparticipant, (ii) record the information contained therein and reduction of the principal amount allocated to such participant or (iii) give prompt notice thereof the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Bank. The Bank may furnish any information concerning the Borrower and in the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage possession of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment Bank from time to time to assignees and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement participants (including without limitation all or a portion of its Revolving Credit Commitment prospective assignees and the Syndicated Loans owing to itparticipants); provided, however, provided that the Bank shall require any such prospective assignee or such -------- participant (iprospective or otherwise) to agree in writing to maintain the confidentiality of such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations ininformation.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Administrative Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder without the consent of all of the Banks. Each Bank may assign (with the Borrower's consent as set forth below) or sell participations in, all or any part of its Loans or Commitments (pro rata) to anothe bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by such Bank to the Borrower with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. Any assignment pursuant to this Section 11.5 shall be in an amount not less than $5,000,000, shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000 and shall be subject to the prior consent of the Borrower (which shall not be unreasonably withheld), except that (i) no such minimum amount will be required to be transferred or retained and no such prior consent will be required if such assignment is necessary or prudent for regulatory purposes, (ii) no such minimum amount will be required to be transferred and no such prior consent will be required if the transferee is already a "Bank" hereunder and (iii) no such prior consent will be required if the transferee is a commercial bank that is an affiliate of the assigning Bank. The agreement executed by any Bank in favor of a participant shall not give the participant the right to require such Bank to take or omit to take any action hereu der except action directly relating to (i) the extension of a payment date (including the Termination Date) with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $3,500, except that such fee will not be required if the assignee is already a "Bank" hereunder or if the assignee is a commercial bank that is an affiliate of the assigning Bank. (b) After first obtaining In addition to the approval assignments and participations permitted under paragraph (a) above, any Bank may assign and pledge, without meeting any of the Agentrequirements of paragraph (a) above, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions all or a any portion of its rights Loans and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Notes to it and its participations in Letters of Credit); provided, however, that (i) each any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall be of a constant, and not a varying, percentage of release the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreementhereunder. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining Each Bank may, with the approval consent of the Agent, the Swingline Bank, the Issuing Bank Agent and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, (which approval consent will not be unreasonably withheldwithheld or delayed) assign all or any part of its Commitments, each Lender may assign its Note or Loans to one or more banks, finance companies, insurance another bank or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations in Letters of Credit); Person provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if in an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed Section 9.01 hereof shall have occurred and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreementcontinuing, (ii) record no such consent by the information contained therein Borrower or the Agent shall be required in the case of any assignment to another Bank; and (iii) give prompt notice thereof any such partial assignment shall be made in an amount of at least $2,500,000. Upon execution and delivery by the assignee to the Borrower and the LendersAgent of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the Commitment and Loan specified in such instrument, and upon consent thereto by the Borrower and the Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower and the Agent), the obligations, rights and benefits of a Bank hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such Assignee) and the assigning Bank shall, to the extent of assignment, be released from the Commitment (or portion thereof) so assigned. Upon requesteach such assignment the assignee shall pay the Agent an assignment fee of $3,500.00 and if the assignee shall not be a Bank, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the BorrowerAdministrative Questionnaire. (fc) Each Lender A Bank may sell participations or agree to sell to one or more banks, finance companies, insurance banks or other financial institutions Persons a participation in or to all or any part of any Loans held by it, or in its Commitment, in which event each purchaser of a participation (a "Participant") shall not, except as otherwise provided in Section 10.17 hereof, have any rights or benefits under this Agreement or any Note (the participant's rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in 36 favor of the Participant). All amounts payable by the Borrower to any Bank under Section 2 hereof in respect of Loans held by it and its Commitment, shall be determined as if such Bank had not sold or agreed to sell any participations in such Loan and Commitment, and as if such Bank were funding each of such Loan and Commitment in the same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. The agreement executed by such Bank in favor of the Participant shall not give the Participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Maturity Date, (ii) the extension of a payment date with respect to any fees payable hereunder or any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (iii) the reduction of the principal amount outstanding hereunder, or (iv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the Participant is entitled to receive under its agreement with such Bank. (d) In addition to the assignments and participations permitted under paragraphs (b) and (c) above, any Bank may assign and pledge all or any portion of its rights Loan and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing Note to it); provided, however, that (i) any affiliate of such Lender's Bank, or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations under this Agreement hereunder. (e) A Bank may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including without limitation its Revolving Credit Commitment prospective assignees and its participations inparticipants), provided that such Bank shall require any assignee or participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.

Assignment; Participations. Each Bank may, with the prior written consent of the Borrower (awhich may be unreasonably withheld) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance or other financial institutions eligible assignees all or a portion of its interests, rights and obligations under this Agreement (including including, without limitation, all or a portion of its Revolving Credit Commitment and the Syndicated Loans Advances at the time owing to it and its participations in Letters of Creditthe Notes held by it); providedPROVIDED, howeverHOWEVER, that (ia) each such assignment shall be of a constant, and not a varying, percentage of all the assigning LenderBank's rights and obligations under this Agreement and Agreement, (b) the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment Percentage of the assigning Lender being assigned pursuant Bank subject to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with 39 respect to such assignmentassignment is delivered to the Agent) shall in no event be less than Five Million Dollars ($5,000,000) 5,000,000 and shall must be an integral multiple in multiples of One Million Dollars ($1,000,000); , and (iiic) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000)assignment. Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable each Assignment and Assumption AgreementAcceptance, which effective date shall be at least five Business Days after the execution thereof, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder Bank hereunder, and (bii) the Lender-assignor assigning Bank thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Assumption Agreementassignment, relinquish its rights and be released from its obligations under this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, 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 . Notwithstanding any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy provision of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to Borrower understands that any Bank may at any time enter into participation agreements with one or more participating banks whereby such Assignment and Assumption Agreement; (iv) Bank will allocate certain percentages of its Commitment to such assignee willbank or banks. The Borrower acknowledges that, independently and without reliance upon for the Agentconvenience of all parties, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement is being entered into with the Banks only and that Borrower's obligations hereunder are undertaken for the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment benefit of, and principal amount of as an inducement to, any such participating bank as well as the Syndicated Loans owing toBanks, and the amount Borrower hereby grants to each participating bank, to the extent of participations its participation in Letters of Credit of, such Lender from time to time. The Borrowerthe Commitment, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented right to set off deposit accounts maintained by the Borrower (except with such bank, provided that no such consent participating banks shall not become "Banks" hereunder, or be entitled to directly exercise any of the Borrower shall be required if an Event of Default exists as a result rights or remedies of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the BorrowerBanks hereunder. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. (b) After first obtaining the approval of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Each Lender may assign to one or more banks, finance companies, insurance or other financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Revolving Credit Commitment Commitment, Revolving Credit Loans, and the Syndicated Loans owing to it and its participations in Letters of Creditall Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning Revolving Credit Commitments and Revolving Credit Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consentAgreement, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement Acceptance with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent (except that the Agent's consent shall not be required for any assignment by a Lender to an Affiliate of such Lender); and (v) the parties to each such assignment shall execute and deliver to HUTTIG CREDIT AGREEMENT the Agent, for its approval acceptance and acceptancerecording in the Register, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E Acceptance, together with any Note or Notes subject to such changes therein (if any) as the Agent may approve (the "Assignment assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing and recordation fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent3,500, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object that such fee shall not apply to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of assignment by a Lender hereunder, each proposed assignee must be to an existing Lender or a bank, finance company, insurance or other financial institution which Affiliate of such Lender. (ib) has (or, in the case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such execution, delivery, approval acceptance and acceptancerecording, from and on after the effective date specified in the applicable such Assignment and Assumption AgreementAcceptance, (ai) the assignee thereunder shall become be a party hereto and a "Lender" for purposes hereof and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and (bii) the Lender-Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption AgreementAcceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Assumption AgreementAcceptance, the Lender-Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption AgreementAcceptance, 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 any other Facility Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Facility Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Subsidiary of their Subsidiaries or the performance or observance by the Borrower Borrowers or any Subsidiary their Subsidiaries of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) 6.08 and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption AgreementAcceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereofhereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain at its address referred to in Section 12.06 a copy of each Assignment and Assumption Agreement Acceptance delivered to and accepted by it and shall record a register for the recordation of the names and addresses of each Lender the Lenders and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such to each Lender from time to timetime (the "REGISTER"). The Borrowerentries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Lenders may treat each Person whose name is so recorded in the Register as a Lender hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to . The Register shall be available for inspection by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect Borrowers or any Lender at any reasonable time and from time to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrowertime upon reasonable prior notice. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Administrative Agent, the Co-Agent, the Lenders, the Swingline Bank, the Issuing Bank Banks and their respective successors and assigns, except that the Borrower Borrowers may not assign or transfer its their rights or obligations hereunder. (b) After first obtaining the approval . Each Bank may assign, or sell participations in, all or any part of the Agent, the Swingline Bank, the Issuing Bank and (provided no Event of Default exists as a result of the commencement of a case with respect any Loan or Commitment to the Borrower under the Federal Bankruptcy Code) the Borrower, which approval will not be unreasonably withheld, each Lender may assign to one or more banks, finance companies, insurance another bank or other financial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it and its participations entity, in Letters of Credit); provided, however, that which event (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment and Syndicated Loans and participations in Letters of Credit; (ii) unless the Agent and the Borrower otherwise consent, the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the Assignment and Assumption Agreement with respect to such assignment) shall in no event be less than Five Million Dollars ($5,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000); (iii) the parties to each such assignment shall execute and deliver to the Agent, for its approval and acceptance, an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E with such changes therein (if any) as the Agent may approve (the "Assignment and Assumption Agreement"); and (iv) the Agent shall receive from the assignor a processing fee of Five Thousand Dollars ($5,000). Without restricting the right of the Agent, the Swingline Bank, the Issuing Bank or (provided no Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code) the Borrower to reasonably object to any bank, finance company, insurance or other financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank, finance company, insurance or other financial institution which (i) has (or, in the case of a bank which is a subsidiaryan assignment, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-1 upon notice thereof by Moodx'x Xxxestors Services, Inc. or a comparable rating by a rating agency acceptable the Bank to the Agent and (ii) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Upon such executionBorrowers with a copy to the Administrative Agent, delivery, approval and acceptance, and on the effective date specified in the applicable Assignment and Assumption Agreement, (a) the assignee thereunder shall become a party hereto and a "Lender" for purposes hereof andhave, to the extent that rights of such assignment (unless otherwise provided therein), the same rights, benefits and obligations hereunder as it would have been assigned to if it pursuant to such Assignment were a Bank hereunder, and Assumption Agreement, shall have the rights and obligations of a Lender hereunder and (b) the Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Assumption Agreementassignment (unless otherwise provided therein), relinquish its rights and be released from its obligations hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation and such Bank's obligations hereunder shall remain unchanged, such Bank being solely responsible for the performance of such obligations. Each such assignment shall be to an Eligible Assignee and shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder (such Bank retaining the sole right to enforce the Obligations of the Borrowers relating to the Loans and the Notes and to approve any amendment, modification, waiver or provision of this Agreement. (c) By executing and delivering an Assignment and Assumption Agreement, the Lender-assignor thereunder and the assignee thereunder confirm except action directly relating to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility the extension of a payment date with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Facility Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Facility Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of the Borrower principal of or interest on any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of their respective obligations under any Facility Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 7.08(a) and (b) and such other Facility Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent shall maintain a copy of each Assignment and Assumption Agreement delivered to and accepted by it and shall record the names and addresses of each Lender and the Revolving Credit Commitment of, and principal amount of the Syndicated Loans owing to, and the amount of participations in Letters of Credit of, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is so recorded as a Lender outstanding hereunder for all purposes of this Agreement. (e) Upon its receipt of an Assignment and Assumption Agreement executed by an assigning Lender and an assignee and consented to by the Borrower (except that no such consent of the Borrower shall be required if an Event of Default exists as a result of the commencement of a case with respect to the Borrower under the Federal Bankruptcy Code), the Swingline Bank and the Issuing Bank, the Agent shall, if such Assignment and Assumption Agreement has been properly completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Assumption Agreement, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. Upon request, the Borrower shall execute and deliver to the Agent an appropriate promissory note in favor of each assignee evidencing such assignee's Pro Rata Percentage of the Total Revolving Credit Commitment. If the Lender-assignor shall have assigned its entire Revolving Credit Commitment and Syndicated Loans, the original promissory note evidencing such Revolving Credit Commitment and Syndicated Loans shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more banks, finance companies, insurance or other financial institutions in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Revolving Credit Commitment and the Syndicated Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including without limitation its Revolving Credit Commitment and its participations in94 88