Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and The provisions of the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender the parties hereto and their respective successors and assigns; providedassigns permitted hereby, however, except that none of the Loan Parties Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender Credit Party (and any attempted assignment or transfer by the Borrower without such assignment without the Lenders’ prior written consent shall be null and void). Nothing in the Loan Documents, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each Credit Party) any legal or equitable right, remedy or claim under or by reason of any Loan Document. (b) Each Any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, including all or a portion of its CommitmentsCommitment or obligations in respect of its LC Exposure and the applicable Loans at the time owing to it), the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, provided that (i) unless otherwise permitted by except in the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple case of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by to a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate or an Approved Fund of a Lender, each of the Borrower, the Administrative Agent and the Issuing Bank must give its prior written consent to such Lenderassignment (which consent shall not be unreasonably withheld or delayed)), (ii) except in the case of an assignment to a Lender or an Affiliate or an Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance Agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless the Borrower and the Administrative Agent otherwise consent, (iii) no assignments to the Borrower or any of its Affiliates shall be permitted, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and Acceptance, Acceptance Agreement together with any promissory note subject to such assignment andwith, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 3,500, and (except v) the payment assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and provided further, that any consent of such fee the Borrower otherwise required under this paragraph shall not be required in connection with an assignment by if a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) Default has occurred and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lenderis continuing. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.Subject to

Assignments and Participations. (a) This The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender the parties hereto and their respective successors and assigns; providedassigns permitted hereby, however, except that none of neither the Loan Parties Borrower nor any other Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any such of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of SUBSECTION (B) of this Section, (ii) by way of participation in accordance with the provisions of SUBSECTION (d) of this Section, or (iii) by way of pledge or assignment without of a security interest subject to the Lenders’ prior written consent restrictions of SUBSECTION (f) of this Section (and any other attempted assignment or transfer by any party hereto 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, Participants to the extent provided in SUBSECTION (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Each Any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may at any time assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Loans made by it and its Pro Rata Share (including for purposes of Letter this SUBSECTION (b), participations in Letters of Credit ObligationsCredit) at the time owing to it); provided, however, that that: (i) unless otherwise permitted by except in the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple case of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such Lenderassignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than One Million Dollars ($1,000,000) unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Bank unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and AcceptanceAssumption, together with any promissory note subject to such assignment anda processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), unless otherwise previously agreed to by and the Administrative AgentEligible Assignee, such parties if it shall not be a Lender, shall deliver to the Administrative Agent a processing an Administrative Questionnaire. Subject to acceptance and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment recording thereof by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender pursuant to an Affiliate SUBSECTION (c) of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptancethis Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date the Eligible Assignee thereunder shall be at least three Business Days after the delivery thereof a party to this Agreement and, to the Administrative Agent (or extent of the interest assigned by such shorter period as shall be agreed to by the Administrative Agent Assignment and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective dateAssumption, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment of a Lender under this Agreement, and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto)) but shall continue to be entitled to the benefits of SECTIONS 4.06, 5.01, 5.04, and 12.03 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain, or cause to be maintained shall maintain at the Payment Office, its Principal Office a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lenders, and the Commitments of, and principal amount amounts of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations LC Exposure owing to to, each Lender pursuant to the terms hereof from time to timetime (the "REGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowersBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by each of the Administrative Borrower and any Lender the Issuing Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Any Lender and an assigneemay at any time, together with any promissory notes subject to such assignmentwithout the consent of, or notice to, the Administrative Agent shall, if Borrower or the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered noteAgent, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one any Person (other than a natural person or more banks the Borrower or other entities any of the Borrower's Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or to a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Commitment and/or the Loans made by it and its Pro Rata Share (including such Lender's participations in Letters of the Letter of Credit ObligationsCredit, if applicable) owing to it); provided, that (i) such Lender’s 's obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the BorrowersBorrower, the Administrative Agent Agent, the Lenders and the other Lenders Issuing Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documentsto approve any amendment, modification or waiver of any provision of this Agreement; and (iii) a participant shall not be entitled to require provided, that such agreement or instrument may provide that such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension will not, without the consent of the maturity dates Participant, agree to any amendment, waiver or decrease other modification described in the principal amount of the Loans or Letter of Credit Obligations first proviso to the extent SECTION 12.04 that affects such Loans or Letter of Credit Obligations are the subject of the participation, Participant. Subject to subsection (Be) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree Section, the Borrower agrees that each participant Participant shall be entitled to the benefits of Section 4.04 SECTIONS 4.06, 5.01 and Section 4.05 of this Agreement with respect 5.05 to its participation in any portion of the Commitments and the Loans same extent as if it was were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of SECTION 4.05 as though it were a Lender, provided, that such Participant agrees to be subject to SECTION 4.01 as though it were a Lender. (je) In furtherance A Participant shall not be entitled to receive any greater payment under SECTION 4.06, 5.01 or 5.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of SECTION 4.06 unless the Borrower is notified of the participation sold to such Participant and not in limitation such Participant agrees, for the benefit of the Borrower, to comply with Section 2.07, any 4.06 as though it were a Lender. (f) Any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this AgreementAgreement (including under its Note, the other Loan Documents and the Loans made by it as collateral security if any) to secure se, obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations of such Personto a Federal Reserve Bank; provided, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent no such pledge or grant of a security interest assignment shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto with hereto. (g) The words "execution," "signed," "signature," and words of like import in any rights Assignment and Assumption shall be deemed to include electronic signatures or remedies hereunder or under any the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other Loan Documentssimilar state laws based on the Uniform Electronic Transactions Act. (h) Notwithstanding anything to the contrary contained herein, if at any time Wachovia assigns all of its Commitment and Loans pursuant to subsection (b) above, Wachovia may, upon 30 days' notice to the Borrower and the Lenders, resign as Issuing Bank. In the event of any such resignation as Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank hereunder; provided however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Wachovia as Issuing Bank. If Wachovia resigns as Issuing Bank, it shall retain all the rights and obligations of the Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all LC Exposure with respect thereto (including the right to require the Revolver Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts pursuant to SECTION 2.09(c)).

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties No Borrower may assign or transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender all of the Banks and any such assignment without the Lenders’ prior written consent shall be null and voidAdministrative Agent. (b) Each Lender mayBank may assign any of its Loans, its Notes, and its Commitment (but only with the written consent of the Administrative Agent, which consent shall will not be unreasonably withheld, and each Borrower); provided that (i) with the written respect to any assignments to an Eligible Assignee, such consent of Administrative Borrower, which consent shall each Borrower will not be unreasonably withheld or delayed and which withheld; (ii) no such consent of each Borrower shall not be required if an Event of Default under clause (a), (e) or (f) of Section 9 hereof has occurred and is continuing; (iii) unless each Borrower shall otherwise consent, assign any such partial assignment shall be in an amount at least equal to $5,000,000; and (iv) each such assignment by a Bank of its Loans, Notes or Commitment shall be made in such manner so that the same portion of its Loans, Notes and Commitment is assigned to the respective assignee. Upon execution and delivery by the assignee to each Borrower and the Administrative Agent 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 Loans specified in such instrument, and upon consent thereto by each Borrower and the Administrative 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 each Borrower and the Administrative 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 such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment (other than assignment pursuant to Section 2.04(c) or 2.11 hereof), the assigning Bank shall pay the Administrative Agent an assignment fee of $3,500. (c) A Bank may sell or agree to sell to one or more 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 portion of its rights and obligations under this Agreement participation (includinga “Participant”) shall not, without limitationexcept as otherwise provided in Section 4.07(c) hereof, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to have any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (rights or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations benefits under this Agreement or any other 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 Company to any Bank under Section 5 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 Loans and Commitment, and as if such Bank were funding each of such Loan Document furnished pursuant hereto; and Commitment in the same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. In no event shall a Bank that sells a participation agree with the Participant to take or refrain from taking any action hereunder except that such Bank may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of such Bank’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the related Loan or Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such assignee confirms that it has received a copy payment of this Agreement and the other Loan Documentsprincipal, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee willreduce the rate at which interest is payable thereon, independently and without reliance upon the assigning Lender, Administrative Agent or any Lender and based on fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking interest or not taking action under this Agreement and the other Loan Documents; fee or (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by alter the terms of this Agreement and the other Loan Documents are required to be performed by it as a LenderSection 9(g) hereof. (d) The Administrative Agent shallIn addition to the assignments and participations permitted under the foregoing provisions of this Section 11.06, acting solely for this purpose as a non-fiduciary agent any Bank may (without notice to or consent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersCompany, the Administrative Agent or any other Bank and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes without payment of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.fee) (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Assignment and Acceptance Federal Reserve Bank and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in assign all or any portion of its rights under this Agreement, Agreement and its Loans and its Notes to an affiliate. No such assignment shall release the other Loan Documents and assigning Bank from its obligations hereunder. (e) A Bank may furnish any information concerning any Borrower or any of its Subsidiaries in the Loans made by it as collateral security to secure obligations possession of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and Bank from time to time pledge to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.12(b) hereof. (f) Anything in this Section 11.06 to the contrary notwithstanding, no Bank may assign or grant a security participate any interest in all any Loan held by it hereunder to any Borrower or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee affiliates or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any Subsidiaries without the prior consent of the other Loan Documentseach Bank.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none None of the Loan Parties Borrowers may assign or transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender all of the Lenders and any such assignment without the Lenders’ prior written consent shall be null and voidAdministrative Agent. (bi) Each no such consent by the Borrowers or the Administrative Agent shall be required in the case of any assignment to another Lender mayor an affiliate of a Lender; (ii) except to the extent the Borrowers and the Administrative Agent shall otherwise consent, with any such partial assignment (other than to another Lender) shall be in an amount at least equal to $5,000,000; (iii) each such assignment by a Lender of its Revolving Credit Loans, Revolving Credit Note or Revolving Credit Commitment shall be made in such manner so that the written same portion of its Revolving Credit Loans, Revolving Credit Credit Agreement ---------------- Note and Revolving Credit Commitment is assigned to the respective assignee; (iv) each such assignment by a Lender of its Term A Loans or Term A Commitment shall be made in such manner so that the same portion of its Term A Loans and Term A Commitment is assigned to the respective assignee; (v) each such assignment by a Lender of its Term B Loans or Term B Commitment shall be made in such manner so that the same portion of its Term B Loans and Term B Commitment is assigned to the respective assignee; and (vi) upon each such assignment, the assignor and assignee shall deliver to the Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit J hereto. Upon execution and delivery by the assignor and the assignee to the Borrowers and the Administrative Agent of such Assignment and Acceptance, and upon consent thereto by the Borrowers and the Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Borrowers and the Administrative Agent), which consent the obligations, rights and benefits of a Lender hereunder holding the Commitment(s) and Loans (or portions thereof) assigned to it and specified in such Assignment and Acceptance (in addition to the Commitment(s) and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment(s) (or portion(s) thereof) so assigned. Upon each such assignment the assigning Lender shall not be unreasonably withheld, and with pay the written consent Administrative Agent an assignment fee of Administrative Borrower, which consent shall not be unreasonably withheld $3,000. (c) A Lender may sell or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign agree to sell to one or more other Persons (each a "Participant") a participation in all or a portion any part of its rights and obligations under this Agreement (includingany Loans held by it, without limitation, all or a portion of in ------------ its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, provided that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount Participant shall not apply to an assignment by a Lender to an Affiliate of such Lender have any rights or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its -------- obligations under this Agreement or any Note or any other Loan Document furnished (the Participant's rights against such Lender in respect of such participation to be those set forth in the agreements executed by such Lender in favor of the Participant) and (ii) such Lender shall promptly notify the Borrowers of the sale of such participation. All amounts payable by the Borrowers to any Lender under Section 5 hereof in respect of Loans held by it, and its Commitments, shall be determined as if such Lender had not Credit Agreement ---------------- sold or agreed to sell any participations in such Loans and Commitments, and as if such Lender were funding each of such Loan and Commitments in the same way that it is funding the portion of such Loan and Commitments in which no participations have been sold. In no event shall a Lender that sells a participation agree with the Participant to take or refrain from taking any action hereunder or under any other Loan Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term of such Lender's related Commitment or extend the amount or date of any scheduled reduction of such Commitment pursuant hereto; to Section 2.03 hereof, (ii) extend the date fixed for the payment of principal of or interest on the related Loan or Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such assignee confirms that it has received a copy payment of this Agreement and the other Loan Documentsprincipal, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee willreduce the rate at which interest is payable thereon, independently and without reliance upon the assigning Lender, Administrative Agent or any Lender and based on fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking interest or not taking action under this Agreement and the other Loan Documents; fee or (v) such assignee appoints and authorizes the Administrative Agent consent to take such action as agent on its behalf and to exercise such powers under this Agreement and any modification, supplement or waiver hereof or of any of the other Loan Documents as are delegated to the Administrative Agent by extent that the terms hereof and thereofsame, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all under Section 10.09 or Section 11.04 hereof, requires the consent of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a each Lender. (d) The Administrative Agent shallIn addition to the assignments and participations permitted under the foregoing provisions of this Section 11.06, acting solely for this purpose as a non-fiduciary agent of any Lender may (without notice to the Borrowers, the Administrative Agent or any other Lender and without payment of any fee) (i) assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Lender and (ii) assign all or any portion of its rights under this Agreement and its Loans and its Notes to an affiliate. No such assignment shall release the assigning Lender from its obligations hereunder. (e) A Lender may furnish any information concerning the Borrowers or any of their Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.12(b) hereof. (f) Anything in this Section 11.06 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrowers or any of their Affiliates or Subsidiaries without the prior consent of each Lender. Credit Agreement ---------------- (g) At the request of any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, the Borrowers shall maintain, or cause to be maintained at the Payment Officemaintained, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “"Register”") for that, at -------- the recordation request of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, shall be kept by the Administrative Agent and on behalf of the Lenders shall treat each Person whose name is recorded in Borrowers at no charge to the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrowers at the Administrative Borrower and any Lender at any reasonable time and from time address to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject which notices to such assignment, the Administrative Agent shallare to be sent hereunder, if on which it enters the Administrative Agent consents to name of such assignment and if Lender as the registered owner of each Registered Loan held by such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) Lender. A Registered Loan (and the registered noteRegistered Note, if any, evidencing the same) may be assigned or sold otherwise transferred in whole or in part only by registration of such assignment or sale transfer on the Register (and each registered note Registered Note shall expressly so provide). Any assignment or sale transfer of all or part of such Registered Loan (and the registered noteRegistered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale transfer on the Register, together with the surrender of the registered noteRegistered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale transfer duly executed by) the holder of such registered noteRegistered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale transfer of any Registered Loan (and the registered noteRegistered Note, if any, evidencing the same), the Administrative Agent Borrowers shall treat the Person in whose name such Registered Loan (and the registered noteRegistered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (gh) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower Borrowers and any Lender that is a Registered Holder at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties No Obligor may assign or transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender all of the Lenders and any such assignment without the Lenders’ prior written consent shall be null and voidAgent. (b) Each Lender maymay assign any of its Loans, its Note and its Commitment but only with the written consent of the Company and the Administrative Agent, which ; PROVIDED THAT (i) no such consent by the Company or the Administrative Agent shall not be unreasonably withheldrequired in the case of any assignment to another Lender or to an Affiliate of any Lender, and with no such consent by the written consent of Administrative Borrower, which consent Company shall not be unreasonably withheld or delayed and which shall not be required if in the case of any assignment effected while an Event of Default has occurred and is continuing; (ii) except to the extent the Company and the Administrative Agent shall otherwise consent, assign any such partial assignment (other than to one another Lender) shall be in an amount at least equal to $5,000,000; (iii) upon each such assignment, the assignor and assignee shall deliver to the Company and the Administrative Agent a Notice of Assignment in the form of EXHIBIT F hereto; and (iv) no consent required of the Company or more other Persons all or a portion of its rights and obligations the Administrative Agent under this Agreement (including, without limitation, all Section 12.7(b) shall be unreasonably withheld or a portion delayed. Upon execution and delivery by the assignor and the assignee to the Company and the Administrative Agent of its Commitments, such Notice of Assignment and upon the Loans made consent thereto by it the Company and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, the assignee shall have, to the extent of such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or unless otherwise consented to by the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute Company and deliver to the Administrative Agent), for its acceptancethe obligations, an Assignment rights and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee benefits of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lenderhereunder holding the Commitment(s) and Loans (iiior portions thereof) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender assigned to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery it and acceptance, from and after the effective date specified in each such Notice of Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights Commitment(s) and obligations hereunder Loans, if any, theretofore held by it immediately prior to such effective date, have the rights assignee) and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement the Commitment(s) (and, in or portion(s) thereof) so assigned. Upon each such assignment 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)pay the Administrative Agent an assignment fee of $4,500. (c) By executing and delivering an Assignment and Acceptance, Each Lender shall have the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender unrestricted right at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt time, and without the consent of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that Company, any Lender sells participations in a Registered LoanSubsidiary Guarantor, such Lender shall maintainany Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowersor any other Lender, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations grant to one or more banks or other entities financial institutions (each, a "Participant") participating interests in such Lender's obligations to lend hereunder and/or any or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made held by it and its Pro Rata Share such Lender hereunder. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Letter of Credit Obligations); providedCompany, that (i) such any Subsidiary Guarantor, any Agent, or any other Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely be responsible to the other parties hereto for the performance of such obligationsits obligations hereunder and the Company, Agents, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s Agents' and Lenders' rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lenderhereunder. (jd) In furtherance addition to the assignments and not in limitation participations permitted under the foregoing provisions of this Section 2.0712.7, any Lender may at (without notice to the Company, the Administrative Agent or any time other Agent or Lender and from time without payment of any fee) (i) assign and pledge all or any portion of its Loans, and Notes to time pledge or grant a any Federal Reserve Bank as collateral security interest in pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank and (ii) assign all or any portion of its rights under this AgreementAgreement and its Loans, the other Loan Documents and the Loans made by it as collateral security Note to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender provided that the Company shall not be required to pay any increase in the cost of borrowing as a result of such assignment and LIBOR Loans must continue to be made available by such Assignee. (and e) A Lender may furnish any initial information concerning the Company or subsequent any of its Subsidiaries in the possession of such pledgee or grantee, as the case may be, may in turn at any time and Lender from time to time pledge to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 12.13 hereof. (f) Anything in this Section 12.7 to the contrary notwithstanding, no Lender may assign or grant a security participate any interest in all any Commitment or any portion of such rights and Loans as collateral security Loan held by it hereunder to secure obligations of such Person, Affiliates of such Person the Company or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunderAffiliates or Subsidiaries, and (ii) substitute the Company shall not, and shall not permit any of its Subsidiaries to, acquire any such pledgee interest in any Commitment or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any Loan, without the prior consent of the other Loan Documentseach Lender.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party the Company, the Bank and Administrative Agent and each Lender the Lenders and their respective successors and assigns; provided, however, except that none of the Loan Parties Company may not assign or transfer any of its rights hereunder without the prior written consent of each Lender all of the Lenders, and any purported assignment by the Company without such assignment without the Lenders’ prior written consent shall be null and void. (b) Each . Any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender may at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations grant to one or more banks or other entities institutions (each a "Participant") participating interests in its Commitment or to any or all or a portion of its rights and obligations under this Agreement Loans. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Company and the other Loan Documents (includingBank, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsits obligations hereunder, and the Borrowers, the Administrative Agent Company and the other Lenders Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and the other Loan Documents; and (iii) Agreement. Any agreement pursuant to which any Lender may grant such a participant participating interest shall not be entitled to require provide that such Lender shall retain the sole right and responsibility to take or omit to take any action hereunder except (A) action directly effecting an extension enforce the obligations of the maturity dates Company hereunder including the right to approve any amendment, modification or decrease in the principal amount waiver of the Loans or Letter any provision of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 waiver of this Agreement or any other Loan Documentdescribed in clauses (i) through (iv), inclusive, of Section 11.06 without the consent of the Participant. The Loan Parties agree Company agrees that each participant Participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion participating interest; provided that all amounts payable to a Lender for the account of the Commitments and the Loans a Participant under Section 4.05 shall be determined as if it was such Lender had not granted such participation to the Participant. An assignment or other transfer which is not permitted by subsection (c) below shall be given effect for purposes of this Agreement only to the extent of a Lender. participating interest granted in accordance with this subsection (j) In furtherance and not in limitation of Section 2.07, any b). Any Lender may at any time and from time assign to time pledge one or grant more banks or other institutions (each an "Assignee") all, or a security interest in all or any portion proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument substantially in the other Loan Documents form of Exhibit E (an "Assignment and Acceptance") executed by such Assignee and such transferor Lender, with (and subject to) the prior consent of the Company (whose consent shall not be unreasonably withheld) and the Bank (whose consent may be granted or withheld in its absolute discretion) provided that (i) any such transfer or assignment shall be with respect to at least $5,000,000 of the transferring Lender's Commitment and Loans made by it as collateral security to secure obligations of (or if less, such Lender's entire Commitment and Loans) and (ii) the foregoing requirement relating to the Company's consent shall not be applicable in the case of, Affiliates and this subsection (c) shall not restrict, an assignment or other transfer by any Lender to an affiliate of such Lender or funds to a Federal Reserve Bank or accounts managed during the continuance of an Event of Default. Upon execution and delivery of such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an Affiliate assignment fee of $3,500 to the Bank, such Assignee shall be a Lender (party to this Agreement and any initial or subsequent such pledgee or grantee, as shall have all the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of a Lender with a Commitment as set forth in such PersonAssignment and Acceptance, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither and the initial nor any subsequent such pledge or grant of a security interest transferring Lender shall in any event (i) release such Lender be released from any of its obligations hereunderhereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (ii) substitute any such pledgee or grantee for such Lender as c), the transferring Lender, the Bank and the Company shall make appropriate arrangements so that, if required, a party hereto with any rights or remedies hereunder or under any of new Note is issued to the other Loan DocumentsAssignee.

Assignments and Participations. (a) This Agreement A Lender (for the purpose of this Section 20.4, the “assignor”) may assign, in whole or in part, its Commitment under the applicable Facility, including outstanding Borrowings owing to it, to any Person who makes, purchases or otherwise invests in commercial loans in the ordinary course of its business (for the purpose of this Section 20.4, the “assignee”). The assignment must be substantially in the form of Schedule G. The assignor must pay to the Administrative Agent, for its own account, an assignment fee of $5,000. When the assignment becomes effective, the assignee will become a Lender under the applicable Facility and will benefit from the rights and be liable for the obligations of the assignor, proportionally to the assigned Commitment, and, to the same extent, the assignor will be released from its obligations. The assignor and the other Loan Documents shall assignee will be binding upon liable for all expenses incurred by the Agents in connection with such assignment; (b) No partial assignment of a Commitment may be made (i) if the residual amount of the Commitment of the assignor or if the total Commitment of the assignee is less than $10,000,000 or (ii), with respect to the Revolving Facility only, if the assigned portion is not allocated among Tranches A and inure B in the same proportion as the Commitment of the assignor; (c) Concurrently with any assignment in favour of an assignee who is not, at the time of the assignment, party to this Agreement, the Borrowers and the Designated Subsidiaries (if so required by the Collateral Agent) must acknowledge that the assignee is entitled to the benefit of each Loan Party and Administrative Agent and each the Security; (d) Each assignment by a Revolving Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without is subject to the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, of the Collateral Agent, of any Issuing Lender and of any Swingline Lender, and, if made at a time when no Default is continuing, to the prior consent of the Borrowers (which consent shall consents will not be unreasonably withheld). However, and with no such consent will be required if the written assignee is another Revolving Lender; (e) Each assignment by a Term Lender is subject to the prior consent of Administrative Borrowerthe Term Facility Agent and of the Collateral Agent, and, if made at a time when no Default is continuing, to the prior consent of Cascades US (which consent shall consents will not be unreasonably withheld or delayed and which shall not withheld). However, no such consent will be required if the assignee is another Term Lender; (f) Sections 20.4(a) to 20.4(d) do not apply to (i) a participation that a Lender may grant to another financial institution or to an Event assignment by way of security to a Federal Reserve Bank provided that no such participation or assignment will release any Lender of its obligations under the Credit Documents or confer upon any participant any right against any of the Agents, and (ii) an assignment made after Default to effect any adjustment required to be made pursuant to Section 17.4; (g) No assignment or participation made at the time when no Default is continuing may increase for any Borrower the costs of the Borrowings pursuant to Section 8.5; and (h) Notwithstanding any other provisions of this Agreement, a Term Lender may at any time designate as a Voting Participant any Farm Credit Institution that has purchased from such Term Lender a participation in the Term Facility for an amount of at least US$10,000,000, by notifying the Agents and the Borrowers, subject to, where no Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (includingCascades US’s prior written consent, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall consent will not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and unreasonably withheld (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant RegisterVoting Participant”). A Registered Loan Voting Participant will be entitled to exercise the voting rights hereunder of the selling Term Lender (and the registered notevoting rights of the selling Term Lender will be correspondingly reduced), on a dollar for dollar basis, as if anysuch Voting Participant were a Term Lender, evidencing on any matter requiring or allowing a Term Lender to provide or withhold its consent, or to otherwise vote on any proposed action. Any notice given by a Borrower or an Agent to a Term Lender who is a selling Lender will be deemed to have been given to the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so providerelated Voting Participant(s). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share As of the Letter date of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and Farm Credit Institutions listed in Schedule H are deemed to be Voting Participants without the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee need for such Lender as a party hereto with any rights or remedies hereunder or under any delivery of the other Loan Documentsabove-mentioned notice.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative each Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Subject to the conditions set forth in clause (c) below, each Lender may, may assign to one or more other lenders or other entities all or a portion of its rights and obligations under this Agreement with respect to: (i) all or a portion of its Term Loan Commitment and any Term Loan made by it with the written consent of the Administrative Agent, which Borrower (such consent shall not to be unreasonably withheld) and each Agent, and (ii) all or a portion of its Revolving Credit Commitment and the Revolving Loans made by it with the written consent the Borrower (such consent not to be unreasonably withheld) and each Agent; provided, however, that no written consent of Administrative the Borrower, which the Collateral Agent or the Administrative Agent shall be required (A) in connection with any assignment by a Lender to a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (B) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender; provided further, that under this Section 12.07(b), the consent shall not be unreasonably withheld or delayed and which of the Borrower shall not be required if an Event of Default has occurred and is continuing, assign . (c) Assignments shall be subject to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that following additional conditions: (i) unless otherwise permitted by the Administrative Agent, Each such assignment is shall be in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (A) a Lender, an Affiliate of such Lender or a fund or account managed by Related Fund of such Lender or (B) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such Lendernew Lenders is at least $5,000,000 or a multiple of $1,000,000 in excess thereof), ; (ii) the The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, and such parties shall deliver to the Collateral Agent, for the benefit of the Administrative Agent Agent, a processing and recordation fee of $3,500 5,000 (except the payment of such fee shall not be required in connection with an assignment by a Lender to a Lender, an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate Related Fund of such Lender) and all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the USA PATRIOT Act; and (iii) the written consent No such assignment shall be made to (A) any Loan Party, any Permitted Holder (or other equity holder of Holdings) or any of their respective Affiliates or (B) any Defaulting Lender or any of its Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the Administrative Agent or Administrative Borrower shall not be required foregoing Persons described in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. this clause (B). (d) Upon such execution, delivery and acceptance, from and after the effective recordation date specified in of each Assignment and AcceptanceAcceptance on the Register, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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). (ce) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative any Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (df) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain, or cause to be maintained at the Payment Officeone of its offices, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing thereon)owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Agent Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior written notice. (eg) Upon its receipt by the Administrative Agent of a completed Assignment and Acceptance, and subject to any consent required from the Borrower, Administrative Agent or the Collateral Agent pursuant to Section 12.07(b) (which consent of the applicable Agent and Borrower must be evidenced by such Agent’s or Borrower’s execution of an acceptance to such Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignmentAcceptance), the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) shall accept such Assignment and Acceptance and (ii) assignment, record the information contained therein in the RegisterRegister (as adjusted to reflect any principal payments on or amounts capitalized and added to the principal balance of the Loans and/or Commitment reductions made subsequent to the effective date of the applicable assignment, as confirmed in writing by the corresponding assignor and assignee in conjunction with delivery of the assignment to the Administrative Agent) and provide to the Collateral Agent a copy of the fully executed Assignment and Acceptance. (fh) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered a Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register or the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (gi) In the event that If any Lender sells participations in a Registered Loan, such Lender shall maintainshall, acting solely for this purpose as a non-fiduciary agent on behalf of the BorrowersBorrower, maintain, or cause to be maintained, a register register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) of the portion of the Loan that is the subject of the participation (the “”Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the Code or Treasury Regulations, including without limitation, Section 5f.103-1(c) of the United States Treasury Regulations. A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (hj) Any Person that is organized in a jurisdiction outside the United States which who purchases or is assigned or participates in any portion of any Registered such Loan shall comply with Section 4.05(c) to the extent applicable2.10(d). (ik) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Commitments and the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsit); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the BorrowersBorrower, the Administrative Agent Agents 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 Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participationLoans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits benefit of Section 4.04 2.10 and Section 4.05 2.11 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was were a Lender; provided that a participant shall not be entitled to receive any greater payment under Section 2.10 or Section 2.11 with respect to its participation than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. (jl) In furtherance and not in limitation of Section 2.07, any Any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security Agreement to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations to a Federal Reserve Bank or loans made to, or other indebtedness issued by, such Lender pursuant to a securitization transaction (including any structured warehouse credit facility, collateralized loan obligation transaction or similar facility or transaction, and including any further securitization of the indebtedness or equity issued under such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Persona transaction) (a “Securitization”); provided that neither the initial nor any subsequent no such pledge or grant of a security interest assignment shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto hereto. The Loan Parties shall cooperate with such Lender and its Affiliates to effect a Securitization, including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or any rights or remedies hereunder or under any of the other Loan DocumentsSecuritization.

Assignments and Participations. (a) This The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender the parties hereto and their respective successors and assigns; providedassigns permitted hereby, howeverexcept that (i) other than pursuant to a consolidation or merger not prohibited under Section 7.04, that none of the Loan Parties Company may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (B) by way of participation in accordance with the provisions of subsection (d) of this Section, or (C) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any such other attempted assignment without the Lenders’ prior written consent or transfer by any party hereto 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, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the sub-agents of the Administrative Agent and each of the Lender-Related Persons) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Each Any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may at any time assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Loans made by it and its Pro Rata Share of Letter of Credit Obligationsother amounts at the time owing to it); provided, however, provided that (i) unless otherwise permitted by except in the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple case of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by of the entire remaining amount of the assigning Xxxxxx’s Commitment or Loans at the time owing to it or in the case of an assignment to a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment or Loans subject to each such Lenderassignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than US$10,000,000 or an integral multiple of US$5,000,000 in excess thereof, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(a), (b), (g) or (h) has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment or Loans assigned, provided that this clause (ii) shall not be construed to prohibit the assignment of (A) a proportionate part of all the assigning Lender’s rights and obligations in respect of its Commitment without assigning a proportionate part of the assigning Xxxxxx’s Loans or (B) a proportionate part of all the assigning Lender’s rights and obligations in respect of its Loans without assigning a proportionate part of the assigning Xxxxxx’s Commitment; (iii) any assignment of a Commitment or a Loan must be approved (which approval shall not be unreasonably withheld or delayed) by the Administrative Agent (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and AcceptanceAssumption, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by a processing and recordation fee of US$3,500; and (v) the Administrative Agent, such parties assignee shall deliver to the Administrative Agent a processing and recordation fee of $3,500 completed Administrative Questionnaire (except unless the payment of such fee assignee shall not already be required in connection with an assignment by a Lender hereunder). Subject to an Affiliate of such Lender or a fund or account managed acceptance and recording thereof by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender pursuant to an Affiliate subsection (c) of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptancethis Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become be a “Lender” hereunder party to this Agreement and, in addition to the rights extent of the interest assigned by such Assignment and obligations hereunder held by it immediately prior to such effective dateAssumption, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment of a Lender under this Agreement, and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.05 and 10.09 with respect to facts and circumstances occurring prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. Notwithstanding the foregoing, the Administrative Agent shall not be obligated to consent to an assignment hereunder until it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such assignee Lender. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary agent of the BorrowersCompany, maintain, or cause to be maintained shall maintain at the Payment Office, one of its offices a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lenders, and the Commitments Commitment of, and principal amount amounts of the Loans (and stated interest thereon) owing to, each Lender pursuant to the terms hereof from time to time (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposesconclusive, absent manifest error, and the BorrowersCompany, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Administrative Borrower and Company and, as to entries pertaining to it, any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Any Lender and an assigneemay at any time, together with any promissory notes subject to such assignmentwithout the consent of, or (except as set forth below in this subsection (d)) notice to, the Administrative Agent shall, if Company or the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered noteAgent, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one any Person (other than a natural person, or more banks a holding company, investment vehicle or other entities trust for, or owned and operated for the primary benefit of, a natural person, or the Company or the Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or to a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all Commitment or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsowing to it); provided, provided that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the BorrowersCompany, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender selling a participation shall notify the Company of the identity of the Participant and the amount of the participation; provided that the failure of any Lender to give such notice shall not affect the validity of such sale or the rights of the Participant hereunder. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; and provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (iiiii) a participant of the first proviso to Section 10.06(a) that directly affects such Participant. Subject to subsection (e) of this Section, the Company agrees that each 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 the benefits of the maturity dates or decrease in the principal amount of the Loans or Letter of Credit Obligations Sections 3.01, 3.04 and 3.05 to the same extent such Loans or Letter of Credit Obligations are the subject of the participation, as if it were a Lender and had acquired its interest by assignment pursuant to subsection (Bb) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document)Section. The Loan Parties agree that To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 4.04 and 10.03 as though it were a Lender; provided such Participant agrees to be subject to Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans 2.11(c) as if though it was were a Lender. (je) In furtherance and A Participant shall not in limitation be entitled to receive any greater payment under Section 3.01 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. No Participant shall be entitled to the benefits of Section 2.073.05 unless the Company is notified of the participation sold to such Participant and such Participant agrees, any for the benefit of the Company, to provide such forms, certificates or other evidence, if any, with respect to withholding Tax matters as required under Section 3.05 and otherwise complies with the requirements of Section 3.05 as though it were a Lender. (f) Any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security Agreement (including under any Note) to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations of such Person, Affiliates of such Person to a Federal Reserve Bank or funds or accounts managed by such Person or an Affiliate of such Person)any other central bank; provided that neither the initial nor any subsequent no such pledge or grant of a security interest assignment shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto with hereto. (g) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, 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, except as set forth in paragraph (d) of this Section, no Lender shall have any rights obligation to disclose all or remedies hereunder any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the other Loan DocumentsUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as such) shall not have any responsibility for maintaining a Participant Register.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the Borrower and each Loan Party and Administrative Agent and each the Lender and their its respective successors and assigns; provided, however, that none of the Loan Parties Borrower may not assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender then party hereto and any such assignment without the such Lenders’ prior written consent shall be null and void. (b) Each Any Lender may, may with the written consent of the Administrative Collateral Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, with respect to all or a portion of its Commitments, the Loans Term Loan Commitment and any Term Loan made by it it, and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Collateral Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, and such parties shall deliver to the Administrative Agent Collateral Agent, for the benefit of the Collateral Agent, a processing and recordation fee of $3,500 3,000 (except the payment of such fee shall not be required in connection with an assignment by a Lender to a Lender, an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate Related Fund of such Lender) and (iii) the no written consent of the Administrative Collateral Agent or Administrative Borrower shall not be required if such assignment is in connection with any assignment by a Lender to an Affiliate merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and AcceptanceAcceptance and recordation on the Register, which effective date shall be at least three 3 Business Days after the delivery thereof to the Administrative Collateral Agent (or such shorter period as shall be agreed to by the Administrative Collateral Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries the Borrower or the performance or observance by any Loan Party the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative any Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Agent Agents and the Lenders shall may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt by the Administrative Agent of a completed Assignment and Acceptance, and subject to any consent required from the Collateral Agent pursuant to Section 12.07(b) (which consent of the Collateral Agent must be evidenced by the Collateral Agent’s execution of an acceptance to such Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignmentAcceptance), the Administrative Agent shall, if the Administrative Agent consents to shall accept such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent Agents shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered on the Register as the owner thereof for the purpose of receiving all payments thereon and for all other purposesthereon, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintainshall, acting solely for this purpose as a non-fiduciary an agent on behalf of the BorrowersBorrower, maintain, or cause to be maintained, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which Non-U.S. Lender who purchases or is assigned or participates in any portion of any such Registered Loan shall comply with Section 4.05(c) to the extent applicable2.08(d). (i) Each Any Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsit); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments Commitment hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent Borrower and the Agents and any other Lenders shall continue to deal solely and directly with such Lender in connection with such the Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participationLoans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party the Borrower (except as set forth in Section 9.08 10.08 of this Agreement or any other Loan Document). The Loan Parties agree Borrower agrees that each participant shall be entitled to the benefits of Section 4.04 2.08 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments Total Term Loan Commitment and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement Subject to Section 10.31(a)(ii) below, at the assignor Lender’s sole cost and provided that the economic and other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none terms of the Loan Parties may assign or transfer any of its rights hereunder without shall remain the prior written consent of each Lender same for Borrower and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender mayGuarantor, with the written prior consent of the Administrative Agent, which consent shall not to be unreasonably withheld, conditioned or delayed, any Lender may at any time assign and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign delegate to one or more other Persons Qualified Lenders (each an “Assignee”) all or a portion any part of its such Lender’s rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, the Loans made by it and its Pro Rata Ratable Share of Letter of Credit Obligations)the Loan at the time owing to it) and the other Obligations held by such Lender hereunder; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) unless otherwise permitted written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Administrative Assignee and such assignment shall have been recorded in the Register in accordance with Section 10.31(a)(ii), (ii) such Lender and its Assignee shall have delivered to Borrower and Agent an assignment and acceptance agreement in the form attached hereto as Schedule XIV (or such other form as may be modified by Agent, an “Assignment and Acceptance”) with such changes thereto as are reasonably acceptable to Agent with respect to such assignment, sale, negotiation, pledge, hypothecation or other transfer and are in compliance with this Section 10.31, and (iii) the Assignee has paid to the Agent a processing fee in the amount of Three Thousand Five Hundred and No/100 Dollars ($3,500.00). Notwithstanding the foregoing, no written consent of Agent shall be required (i) in connection with any assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment and delegation by a Lender to an Affiliate of such Lender or a fund or account managed by such to another Lender or an its Affiliate of such Lender), or (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any Securitization. During the continuance of an Event of Default any Lender may assign and delegate to any Person, regardless of whether such Person is a Qualified Lender. Any assignment by and delegation pursuant to this Section 10.31(a)(i) shall be at Lender’s sole cost and shall not subject Borrower or Guarantor to any cost or increased liability under the terms of the Loan Documents. For so long as German American Capital Corporation is a Lender to an Affiliate of such Lender or a fund or account managed by such Lender under the Loan, DB, or an Affiliate thereof shall continue to act as Agent. Nothing contained in this Section 10.31(a) shall be deemed to restrict a Lender’s right to sell a participation of such Lender up to 100% of its interest; provided, however, that a participation of 100% of German American Capital Corporation’s interest in the Loan shall not relieve DB or its Affiliates, of its obligation to any other Lender. Upon such execution, delivery and acceptance, from remain Agent hereunder. (i) From and after the effective date specified in each that Agent notifies the assignor Lender and Borrower that it has received an executed Assignment and Acceptance, which effective date shall be at least three Business Days after Acceptance Agreement and payment of the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), above-referenced processing fee: (A) the assignee Assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have and under the rights and obligations hereunder that other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (B) the assigning assignor Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it and assumed by the Assignee pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (andC) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Ratable Share of each Lender resulting therefrom. (ii) Borrower, Agent and Lender shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Ratable Share of the Loan listed therein for all purposes hereof, and no assignment or transfer of any such Ratable Share of the Loan shall be effective, in the case each case, unless and until receipt by Agent of an a fully executed Assignment and Acceptance covering Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.31(a). Each assignment shall be recorded in the Register promptly following receipt by Agent of the fully executed Assignment and Acceptance Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the remaining time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding portion of the Loan. (b) Within ten (10) Business Days after its receipt of an assigning executed Assignment and Acceptance Agreement and notice by the Agent that it has received payment of the processing fee (which notice shall also be sent by the Agent to each Lender), Borrower shall, if requested by the Assignee, execute and deliver to Agent, new Notes (in substantially the same form and substance as the original notes) evidencing such Assignee’s rights and obligations under this Agreementportion of the Loan, such Lender shall cease provided that the applicable original notes are returned to be a party hereto)Borrower. (c) By executing and delivering an Assignment and AcceptanceIf any assignee, participant or other transferee of the assigning Lender 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 Acceptance, the 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 Loan or any portion thereof or interest therein requests in writing, at such assignee’s, participants or other Loan Document or the executiontransferee’s sole cost, legality, validity, enforceability, genuineness, sufficiency or value Borrower shall deliver to such Person updated opinions of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty Borrower’s and assumes no responsibility Guarantor’s New York counsel with respect to the financial condition enforceability, due authorization and due execution of any new Loan Party Documents entered into in connection with the related assignment, participation or any transfer, which opinions shall be in substantially the same form as the opinions delivered as of its Subsidiaries or the performance or observance by any Loan Party Closing Date, and dated as of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and date as the other Loan Documentsupdated opinions are delivered, together with as modified as required to properly render such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any Lender and based updated opinions on such documents date and information updated, and shall be addressed, for purposes of reliance thereon, to such assignee, participant or transferee, as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lenderapplicable. (d) The Administrative Agent shallUpon assignment, all references to the assignor Lender in this Agreement and in any Loan Document shall be deemed to refer to such Assignee or successor in interest and such Assignee or successor in interest shall thereafter stand in the place of such assignor Lender in all respects. Notwithstanding anything to the contrary in the preceding sentence, Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 to the same extent as if it were Lender and had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.9, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation. Agent, acting solely for this purpose as a non-fiduciary an agent of Borrower, shall maintain at one of its offices in the Borrowers, maintain, or cause to be maintained at the Payment Office, United States of America a copy of each Assignment and Acceptance assignment delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and each of Lenders’ assignees and the Commitments of, and principal amount of the Loans (and stated interest thereoninterest) on the Loan owing to Lenders and each of Lenders’ assignees pursuant to the terms hereof from time to time (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Lender and Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender Lenders, at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by If a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loanparticipation, such Lender shall maintainshall, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain a register on which it enters the name and address of all participants in the Registered Loans held by it each participant and the principal amount thereof (and stated interest) of each participant’s interest thereon) in the Loan or other obligations under the Loan Documents (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person ; provided that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible not have any obligation to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Loan or its rights other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that the Loan or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Department of Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Lenders shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (e) Borrower acknowledges and agrees that Agent and each Lender may provide to any actual or proposed Assignee originals or copies of this Agreement, the any other Loan Documents and the Loans made by it as collateral security to secure obligations any other documents, instruments, certificates, opinions, insurance policies, financial statements and other information, letters of such Lendercredit, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (reports, requisitions and any initial or subsequent such pledgee or grantee, as the case may be, may in turn other materials and information at any time and from time to time pledge submitted by or grant a security interest in all on behalf of Borrower, Guarantor or other Persons and/or received by Agent or any portion of such rights and Loans as collateral security to secure obligations of such PersonLender in connection with the Loan, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither with respect to materials from Guarantor not otherwise required to be delivered by Guarantor under the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunderGuaranty, and (ii) substitute any such pledgee or grantee for proposed Assignee agrees to keep all such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documentsmaterials and information confidential.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsRevolving Credit Commitment, the Loans made by Advances owing to it and its Pro Rata Share of Letter of Credit Obligationsthe Note or Notes held by it); provided, however, that (i) unless otherwise permitted by the Administrative Agent, each such assignment is shall be of a uniform, and not a varying, percentage of all rights and obligations under and in an amount which is at least $5,000,000 or a multiple respect of $1,000,000 the applicable Facility, (ii) except in excess thereof (or the remainder case of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by to a Lender Person that, immediately prior to such assignment, was a Lender, an Affiliate of such Lender or a fund or account managed by such any Lender or an Affiliate Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Lender)Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than $5,000,000, (iiiii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptanceacceptance and recording in the Register, an Assignment and AcceptanceAssumption, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 Note or Notes (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lenderif any). (b) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery delivery, acceptance and acceptancerecording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment)Assumption, (Ai) the assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance Assumption, have the rights and obligations of a Lender or Issuing Bank, as the case may be, hereunder and (Bii) the assigning Lender or Issuing Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (other than its rights under Sections 2.10, 2.12 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender’s or Issuing Bank’s rights and obligations under this Agreement, such Lender or Issuing Bank shall cease to be a party hereto). (c) By executing and delivering an Assignment and AcceptanceAssumption, the assigning each Lender Party assignor thereunder and the each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and AcceptanceAssumption, the such assigning Lender Party 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of this Agreement any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other Loan Document instrument or document furnished pursuant heretothereto; (ii) the such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement any Loan Document or any other Loan Document instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan DocumentsAgreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AcceptanceAssumption; (iv) such assignee will, independently and without reliance upon the any Agent, such assigning Lender, Administrative Agent Lender Party or any other Lender Party 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 and the other Loan DocumentsAgreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative each Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative such Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental hereto and thereto; and (vivii) such assignee agrees that it will perform in accordance with their terms all of the obligations which that by the terms of this Agreement and the other Loan Documents are required to be performed by it as a LenderLender or Issuing Bank, as the case may be. (d) The Administrative Agent shallAgent, acting solely for this purpose (but only for this purpose) as a non-fiduciary the agent of the BorrowersBorrower, maintain, or cause shall maintain at its address referred to be maintained at the Payment Office, in Section 9.02 a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lender Parties and the Commitments Commitment under each Facility of, and principal amount of the Loans (and stated interest thereon) Advances owing under each Facility to, each Lender Party from time to time (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Agent Agents and the Lenders Lender Parties shall treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and or any Agent or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Assumption executed by an assigning Lender Party and an assignee, together with any promissory notes Note or Notes (if any) subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance Assumption has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance and Assumption, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Borrower and each other Agent. In the case of any assignment by a Lender, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes (if any) a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under each Facility pursuant to such Assignment and Assumption and, if any assigning Lender that had a Note or Notes prior to such assignment has retained a Commitment hereunder under such Facility, a new Note to the order of such assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit A hereto. Notwithstanding anything contained herein to the contrary, Notes shall not be required in respect of the Letter of Credit Facility. (f) A Registered Loan The Issuing Bank may assign to an Eligible Assignee all of its rights and obligations under the undrawn portion of its Letter of Credit Commitment at any time; provided, however, that (and the registered note, if any, evidencing the samei) may be assigned or sold in whole or in part only by registration of each such assignment or sale on shall be to an Eligible Assignee and (ii) the Register (and parties to each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contraryan Assignment. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender Party may sell participations to one or more banks Persons (other than any Loan Party or other entities any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by Advances owing to it and its Pro Rata Share of the Letter of Credit ObligationsNote or Notes (if any) held by it); provided, however, that (i) such LenderLender Party’s obligations under this Agreement (including including, without limitation, its Commitments hereunderCommitments) and the other Loan Documents shall remain unchanged; , (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) such Lender Party shall remain the Borrowersholder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent Agents and the other Lenders Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such LenderLender Party’s rights and obligations under this Agreement and the other (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Documents; and (iii) a participant shall not be entitled Document, or any consent to require such Lender to take or omit to take any action hereunder departure by any Loan Party therefrom, except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent that such Loans amendment, waiver or Letter of Credit Obligations are consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject of the to such participation, (B) action directly effecting an extension postpone any date fixed for any payment of principal of, or interest on, the due dates Advances or a decrease any fees or other amounts payable hereunder, in each case to the rate of interest payable on the Loans extent subject to the participation or the fees payable under this Agreementsuch participation, or (C) actions directly effecting a release of all or a substantial portion substantially all of the Collateral or the value of the Guaranties. (h) Any Lender Party may, in connection with any Loan assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender Party by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender Party. (except as i) Notwithstanding any other provision set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07Agreement, any Lender Party may at any time and from time to time pledge or grant create a security interest in all or any portion of its rights under this AgreementAgreement (including, without limitation, the other Loan Documents Advances owing to it and the Loans made Note or Notes (if any) held by it as collateral security it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (j) Notwithstanding anything to secure obligations of such Lenderthe contrary contained herein, Affiliates of such any Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case that is a Fund may be, may in turn at any time and from time to time pledge or grant create a security interest in all or any portion of such rights the Advances owing to it and Loans as collateral security any Note or Notes held by it to secure the trustee for holders of obligations of such Personowed, Affiliates of such Person or funds or accounts managed securities issued, by such Person Fund as security for such obligations or an Affiliate of such Person)securities; provided that neither that, unless and until such trustee actually becomes a Lender in compliance with the initial nor any subsequent such pledge or grant other provisions of a security interest shall in any event this Section 9.07, (i) no such pledge shall release such the pledging Lender from any of its obligations hereunder, under the Loan Documents and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. (k) Notwithstanding anything to the contrary contained herein, any Lender Party (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender Party would be liable, (ii) no SPC shall be entitled to the benefits of Sections 2.10 or 2.12 (or any other increased costs protection provision) and (iii) the Granting Lender shall for all purposes, including, without limitation, the approval of any amendment or waiver of any provision of any Loan DocumentsDocument, remain the Lender Party of record hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior Debt of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrower and the Administrative Agent, assign all or any portion of its interest in any Advance to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC. This subsection (k) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advances are being funded by the SPC at the time of such amendment.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Any Lender may, with the written acknowledgement of the Administrative Agent and the written consent of each Issuing Bank with Fronting Exposure (and, so long as no Event of Default is continuing hereunder, the Borrower (such consent of the Administrative Agent, which consent shall Borrower not to be unreasonably withheld, and with the written consent of Administrative Borrowerconditioned or delayed), which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, at any time assign to one or more other Persons all or a portion of its rights and obligations under this Agreement Eligible Assignees (includingeach, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment“Assignee”) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the provided that no written consent of the Administrative Agent Borrower or Administrative Borrower the Issuing Banks shall not be required in connection with any assignment and delegation by a Lender to (i) an entity that is an Affiliate of such Lender or a fund (ii) another Lender) all or account managed by such Lender or an Affiliate any part of any Loan and the other rights and obligations of such Lender hereunder and under the other Financing Documents; provided, that (A) each such assignment by a Lender of its Loans, its Note or its Loan Commitments shall be made in such a manner so that the same portion of its Loans, its Note and Loan Commitments are assigned to such Assignee; (B) in the case of an assignment of any part of a Loan to any other Assignee, such assignment shall not be for an amount less than [***] (or a higher integral multiple of [***] in excess thereof) in each instance; and (C) the Borrower and the Agents may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until (1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such assigning Lender and the Assignee, (2) the assigning Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of [***], and (3) the assigning Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit C hereto (an “Assignment and Acceptance”) with respect to such assignment from the assigning Lender. Upon Any assignment of a participation in any Letter of Credit shall (x) require the written acknowledgment of the Issuing Bank of such executionLetter of Credit and (y) only be made to a bank or financial institution with a credit rating of no lower than A- from Standard & Poors, delivery no lower than A3 from Xxxxx’x or no lower than A- from Fitch Ratings (provided that if such financial institution is rated by more than one of such agencies, all ratings of the financial institution shall meet such minimum rating). (b) Subject to Section 9.11(a) and acceptanceSection 9.11(f), from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to that the Administrative Agent notifies the assigning Lender and the Borrower that it has received (or such shorter period as and provided its acknowledgement with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance Acceptance, shall have the rights and obligations of a Lender hereunder and under the other Financing Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Assignee, and any reference to the assigning Lender hereunder or under the other Financing Documents shall thereafter refer to such Lender and to the Assignee to the extent of their respective interests, and (Bii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Financing Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Financing Documents; provided that any Lender that assigns all of its Loan Commitments and Loans hereunder in accordance with Section 9.11(a) shall continue to have the benefit of indemnification provisions under this Agreement Agreement, which shall survive as to such assigning Lender; provided further that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. At the time of each assignment pursuant to Section 9.11(a) to a Person which is not already a Lender hereunder, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate United States Internal Revenue Service forms. (and, in c) Promptly after its receipt of notice from the case of Administrative Agent that it has received an executed Assignment and Acceptance covering all and payment of the processing fee, upon the request of the Assignee, the Borrower shall execute and deliver to the Administrative Agent a replacement Note or Notes evidencing the remaining portion Assignee’s assigned Loan Commitments and Loans and, if applicable, the Commitment and the principal amount of an the Loans retained by the assigning Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s), if any, held by such Lender). [***] Confidential Treatment Requested (d) Any Lender (the “originating Lender”) may at any time sell to one or more commercial banks or other financial institutions (excluding hedge funds) (a “Participant”) participating interests in any Loans; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agents shall continue to deal solely and directly with the originating Lender in connection with the originating 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 Acceptance, the assigning Lender and the assignee thereunder confirm to and agree with each other Agreement and the other parties hereto as follows: Financing Documents, and (iiv) other than as provided in such Assignment and Acceptanceno Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, the assigning Lender makes no representation or warranty and assumes no responsibility any consent or waiver with respect to any statementsto, warranties or representations made in or in connection with this Agreement or any other Loan Document or the executionTransaction Document, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect except to the financial condition extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in Section 9.11. In the case of any Loan Party or such participation, the Participant shall not have any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations rights under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with Financing Documents (the Participant’s rights against the originating Lender in respect of such other documents and information it has deemed appropriate participation to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon be those set forth in the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent agreement executed by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform originating Lender in accordance with their terms all favor of the obligations which Participant relating thereto) and all amounts payable by the terms of this Agreement and the other Loan Documents are required to Borrower hereunder shall be performed by it determined as if such Lender had not sold such participation. Each Lender that sells a Lender. (d) The Administrative Agent participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain, or cause to be maintained at maintain a register on which it enters the Payment Office, a copy name and address of each Assignment Participant and Acceptance delivered to the principal amounts (and accepted by it and a register stated interest) of each Participant’s interest in the Loans or other obligations under the Financing Documents (the “Participant Register”) for the recordation ); provided that no Lender shall have any obligation to disclose all or any portion of the names and addresses Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Financing 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 Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to timeUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders such Lender shall treat each Person whose name is recorded in the Participant Register as a Lender hereunder the owner of such participation for all purposes of this AgreementAgreement notwithstanding any notice to the contrary. The Register shall be available for inspection by For the avoidance of doubt, the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior noticeAgent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (e) Upon its receipt Notwithstanding any other provision contained in this Agreement or any other Transaction Document to the contrary, any Lender may assign all or any portion of an Assignment and Acceptance executed the Loans held by an it as collateral security, provided that any payment in respect of such assigned Loans or Note made by the Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned Loans or Note to the extent of such payment. No such assignment shall release the assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Registerfrom its obligations hereunder. (f) A Registered Loan (In connection with any assignment of rights and the registered noteobligations of any Defaulting Lender hereunder, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of no such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued effective unless and until, in addition to the designated assignee(s) or transferee(s). Prior other conditions thereto set forth herein, the parties to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), shall make such additional payments to the Administrative Agent shall treat in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be by outright payment, purchases by the Person assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in whose name full all payment liabilities then owed by such Registered Loan Defaulting Lender to the Administrative Agent, each Issuing Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans. Notwithstanding the registered noteforegoing, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In in the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent assignment of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this Agreement and paragraph, then the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance assignee of such obligations, and the Borrowers, the Administrative Agent and the other Lenders interest shall continue be deemed to deal solely and directly with such be a Defaulting Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of for all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 purposes of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lenderuntil such compliance occurs. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each The Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign to one or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. more Persons other than (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an as long as no Event of Default has occurred and is continuing, assign to one or more other Persons ) any Excluded Lender Transferee all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Commitments, it being agreed that the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount foregoing shall not apply to an assignment by the holder of any Securities issued in a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 heretopooled-loan Securitization). (cb) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or Persons other entities than (as long as no Event of Default has occurred and is continuing) any Excluded Lender Transferee in or to all or a portion of its rights and obligations under this Loan Agreement and (it being agreed that the other Loan Documents (including, without limitation, all or foregoing shall not apply to the holder of any Securities issued in a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationspooled-loan Securitization); provided, however, that (i) such Lender’s obligations under this Loan Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such except as otherwise provided in Section 2.5, Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of any Note for all purposes of this Loan Agreement and the Borrowers, the Administrative Agent and the other Lenders (iv) Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under and in respect of this Loan Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (jc) In furtherance and not Lender may, in limitation of connection with any assignment or participation or proposed assignment or participation pursuant to this Section 2.0711.27, any Lender may at any time and from time disclose to time pledge the assignee or grant a security interest in all participant or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender proposed assignee or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or granteeparticipant, as the case may be, may any information relating to Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Lender by or on behalf of the Borrower or any of its Affiliates, subject to such Person keeping all such information Confidential. (d) Subject to acceptance and recording thereof pursuant to paragraph (e) of this Section 11.27, from and after the effective date specified in turn at each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Lender under this Agreement. Any assignment or transfer by Lender of rights or obligations under this Agreement that does not comply with this Section 11.27 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (b) of this Section 11.27. (e) Lender or an agent of Lender shall maintain a register (the “Register”) on which it will record the Loans made hereunder, and each Assignment and Acceptance and participation. The Register shall include the names and addresses of Lenders (including all assignees, successors and Participants), and the commitment of, and principal amount of the Loans owing to each such Lender. Failure to make any time such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. If Lender sells an assignment or participation in any Loan, it shall update the register to reflect such assignment or participation. (f) Notwithstanding anything contained herein to the contrary, as long as no Event of Default shall have occurred and from time to time pledge be continuing, no Lender or grant a security interest in Participant shall Transfer all or any portion of the Loan or any interest therein to an Excluded Lender Transferee or permit or suffer any Transfer such rights and Loans as collateral security that any portion of or participation interest in the Loan will be held directly or indirectly by a Person that is an Excluded Lender Transferee (it being agreed that the foregoing shall not apply to secure obligations the holder of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Personany Securities issued in a pooled-loan Securitization); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties The Funds may not assign or transfer any of its their rights or obligations hereunder or under the Notes without the prior written consent of each Lender all of the Banks and any such assignment without the Lenders’ prior written consent shall be null and voidAdministrative Agent. (b) Each Lender mayBank may assign any of its Loans, its Notes, and its Commitment (but only with the written consent of the Administrative AgentAgent and, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of no Default has occurred exists and is continuing, assign the Funds) to an Eligible Lender; provided that (i) no such consent by the Funds or the Administrative Agent shall be required in the case of any assignment to another Bank; (ii) except to the extent the Funds and the Administrative Agent shall otherwise consent, any such partial assignment (other than to another Bank) shall be in an amount at least equal to $2,000,000, (iii) each such assignment by a Bank of its Loans, Notes or Commitment shall be made in such manner so that the same portion of its Loans, Notes and Commitment is assigned to the respective assignee; and (iv) each such assignment shall be effected pursuant to an Assignment and Acceptance in substantially the form of Exhibit 11.6(b) hereto and the assignor and assignee shall deliver to the Funds and the Administrative Agent a fully executed copy thereof. Upon execution and delivery by the assignor and the assignee to the Funds and the Administrative Agent of such Assignment and Acceptance, and upon consent thereto by the Funds and the Administrative Agent to the extent required above and acceptance thereof by the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise consented to by the Funds and the Administrative Agent), the obligations, rights and benefits of a Bank hereunder holding the Commitment and Loans (or portions thereof) assigned to it and specified in such Assignment and Acceptance (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Bank shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning or assignee Bank shall pay the Administrative Agent an assignment fee of $3,000. (c) A Bank may sell or agree to sell to one or more other Persons Eligible Lenders (each a "Participant") a participation in all or a portion any part of any Loans held by it, or in its rights and obligations under this Agreement (includingCommitment, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, provided that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount Participant shall not apply to an assignment by a Lender to an Affiliate of such Lender have any rights or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Note (the Participant's rights against such Bank in respect of such participation to be solely those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Funds to any Bank under Section 5 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 Loans and Commitment, and as if such Bank were funding each of such Loan Document furnished pursuant hereto; and Commitment in the same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. In no event shall a Bank that sells a participation agree with the Participant to take or refrain from taking any action hereunder except that such Bank may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term of such Bank's Commitment, (ii) extend the date fixed for the payment of principal of or interest on the related Loan or Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such assignee confirms that it has received a copy payment of this Agreement and the other Loan Documentsprincipal, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee willreduce the rate at which interest is payable thereon, independently and without reliance upon the assigning Lender, Administrative Agent or any Lender and based on fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking interest or not taking action under this Agreement and the other Loan Documents; fee or (v) such assignee appoints and authorizes the Administrative Agent consent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated any modification, supplement or waiver hereof to the Administrative Agent by extent that the terms hereof and thereofsame, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all under Section 11.4 hereof, requires the consent of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lendereach Bank. (d) The Administrative Agent shallIn addition to the assignments and participations permitted under the foregoing provisions of this Section 11.6, acting solely for this purpose as a non-fiduciary agent of any Bank may (without notice to the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersFunds, the Administrative Agent or any other Bank and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes without payment of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.fee) (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Assignment and Acceptance Federal Reserve Bank and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in assign all or any portion of its rights under this Agreement, Agreement and its Loans and its Note to an affiliate. No such assignment shall release the other Loan Documents and assigning Bank from its obligations hereunder. (e) A Bank may furnish any information concerning any Borrower in the Loans made by it as collateral security to secure obligations possession of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and Bank from time to time pledge or grant a security interest in all or any portion to assignees and participants (including prospective assignees and participants), subject however, to the provisions of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (iSection 11.12(b) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documentshereof.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party the Company, the Bank and Administrative Agent and each Lender the Lenders and their respective successors and assigns; provided, however, except that none of the Loan Parties Company may not assign or transfer any of its rights hereunder without the prior written consent of each Lender all of the Lenders, and any purported assignment by the Company without such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender may at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations grant to one or more banks or other entities institutions (each a "Participant") participating interests in its Commitment or to any or all or a portion of its rights and obligations under this Agreement Loans. In the event of any such grant by a Lender of a participating interest to a Participant, whether or not upon notice to the Company and the other Loan Documents (includingBank, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsits obligations hereunder, and the Borrowers, the Administrative Agent Company and the other Lenders Bank shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and the other Loan Documents; and (iii) Agreement. Any agreement pursuant to which any Lender may grant such a participant participating interest shall not be entitled to require provide that such Lender shall retain the sole right and responsibility to take or omit to take any action hereunder except (A) action directly effecting an extension enforce the obligations of the maturity dates Company hereunder including the right to approve any amendment, modification or decrease in the principal amount waiver of the Loans or Letter any provision of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 waiver of this Agreement or any other Loan Documentdescribed in clauses (i) through (iv), inclusive, of Section 11.06 without the consent of the Participant. The Loan Parties agree Company agrees that each participant Participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion participating interest; provided that all amounts payable to a Lender for the account of the Commitments and the Loans a Participant under Section 4.05 shall be determined as if it was such Lender had not granted such participation to the Participant. An assignment or other transfer which is not permitted by subsection (c) below shall be given effect for purposes of this Agreement only to the extent of a Lenderparticipating interest granted in accordance with this subsection (b). (jc) In furtherance and not in limitation of Section 2.07, any Any Lender may at any time and from time assign to time pledge one or grant more banks or other institutions (each an "Assignee") all, or a security interest in all or any portion proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an instrument substantially in the other Loan Documents form of Exhibit E (an "Assignment and Acceptance") executed by such Assignee and such transferor Lender, with (and subject to) the prior consent of the Company (whose consent shall not be unreasonably withheld) and the Bank (whose consent may be granted or withheld in its absolute discretion) provided that (i) any such transfer or assignment shall be with respect to at least $5,000,000 of the transferring Lender's Commitment and Loans made by it as collateral security to secure obligations of (or if less, such Lender's entire Commitment and Loans) and (ii) the foregoing requirement relating to the Company's consent shall not be applicable in the case of, Affiliates and this subsection (c) shall not restrict, an assignment or other transfer by any Lender to an affiliate of such Lender or funds to a Federal Reserve Bank or accounts managed during the continuance of an Event of Default. Upon execution and delivery of such Assignment and Acceptance and payment by such Assignee to such transferring Lender of an amount equal to the purchase price agreed between such transferring Lender and such Assignee and payment by the transferring Lender or the Assignee of an Affiliate assignment fee of $3,500 to the Bank, such Assignee shall be a Lender (party to this Agreement and any initial or subsequent such pledgee or grantee, as shall have all the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of a Lender with a Commitment as set forth in such PersonAssignment and Acceptance, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither and the initial nor any subsequent such pledge or grant of a security interest transferring Lender shall in any event (i) release such Lender be released from any of its obligations hereunderhereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (ii) substitute any such pledgee or grantee for such Lender as c), the transferring Lender, the Bank and the Company shall make appropriate arrangements so that, if required, a party hereto with any rights or remedies hereunder or under any of new Note is issued to the other Loan DocumentsAssignee.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative each Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Subject to the conditions set forth in clause (c) below, each Lender may, may assign to one or more other lenders or other entities all or a portion of its rights and obligations under this Agreement with respect to: (i) all or a portion of its Term Loan Commitment and any Term Loan made by it with the written consent of the Administrative Agent, which Borrower (such consent shall not to be unreasonably withheld) and each Agent, and (ii) all or a portion of its Revolving Credit Commitment and the Revolving Loans made by it with the written consent the Borrower (such consent not to be unreasonably withheld) and each Agent; provided, however, that no written consent of Administrative the Borrower, which the Collateral Agent or the Administrative Agent shall be required (A) in connection with any assignment by a Lender to a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (B) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender; provided further, that under this Section 12.07(b), the consent shall not be unreasonably withheld or delayed and which of the Borrower shall not be required if an Event of Default has occurred and is continuing, assign . (c) Assignments shall be subject to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that following additional conditions: (i) unless otherwise permitted by the Administrative Agent, Each such assignment is shall be in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (A) a Lender, an Affiliate of such Lender or a fund or account managed by Related Fund of such Lender or (B) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such Lendernew Lenders is at least $5,000,000 or a multiple of $1,000,000 in excess thereof), ; (ii) the The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, and such parties shall deliver to the Collateral Agent, for the benefit of the Administrative Agent Agent, a processing and recordation fee of $3,500 5,000 (except the payment of such fee shall not be required in connection with an assignment by a Lender to a Lender, an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate Related Fund of such Lender) and all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the USA PATRIOT Act; and (iii) the written consent No such assignment shall be made to (A) any Loan Party, any Permitted Holder (or other equity holder of Holdings) or any of their respective Affiliates or (B) any Defaulting Lender or any of its Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the Administrative Agent or Administrative Borrower shall not be required foregoing Persons described in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. this clause (B). (d) Upon such execution, delivery and acceptance, from and after the effective recordation date specified in of each Assignment and AcceptanceAcceptance on the Register, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 LenderXxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (ce) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative any Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent Agents to take such action as agent agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (df) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain, or cause to be maintained at the Payment Officeone of its offices, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing thereon)owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Agent Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior written notice. (eg) Upon its receipt by the Administrative Agent of a completed Assignment and Acceptance, and subject to any consent required from the Borrower, Administrative Agent or the Collateral Agent pursuant to Section 12.07(b) (which consent of the applicable Agent and Borrower must be evidenced by such Agent’s or Borrower’s execution of an acceptance to such Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignmentAcceptance), the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) shall accept such Assignment and Acceptance and (ii) assignment, record the information contained therein in the RegisterRegister (as adjusted to reflect any principal payments on or amounts capitalized and added to the principal balance of the Loans and/or Commitment reductions made subsequent to the effective date of the applicable assignment, as confirmed in writing by the corresponding assignor and assignee in conjunction with delivery of the assignment to the Administrative Agent) and provide to the Collateral Agent a copy of the fully executed Assignment and Acceptance. (fh) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered a Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register or the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (gi) In the event that If any Lender sells participations in a Registered Loan, such Lender shall maintainshall, acting solely for this purpose as a non-fiduciary agent on behalf of the BorrowersBorrower, maintain, or cause to be maintained, a register register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) of the portion of the Loan that is the subject of the participation (the “”Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under the Code or Treasury Regulations, including without limitation, Section 5f.103-1(c) of the United States Treasury Regulations. A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (hj) Any Person that is organized in a jurisdiction outside the United States which who purchases or is assigned or participates in any portion of any Registered such Loan shall comply with Section 4.05(c) to the extent applicable2.10(d). (ik) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Commitments and the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsit); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the BorrowersBorrower, the Administrative Agent Agents 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 Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participationLoans, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits benefit of Section 4.04 2.10 and Section 4.05 2.11 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was were a Lender; provided that a participant shall not be entitled to receive any greater payment under Section 2.10 or Section 2.11 with respect to its participation than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. (jl) In furtherance and not in limitation of Section 2.07, any Any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security Agreement to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations to a Federal Reserve Bank or loans made to, or other indebtedness issued by, such Lender pursuant to a securitization transaction (including any structured warehouse credit facility, collateralized loan obligation transaction or similar facility or transaction, and including any further securitization of the indebtedness or equity issued under such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Persona transaction) (a “Securitization”); provided that neither the initial nor any subsequent no such pledge or grant of a security interest assignment shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto hereto. The Loan Parties shall cooperate with such Lender and its Affiliates to effect a Securitization, including, without limitation, by providing such information as may be reasonably requested by such Lender in connection with the rating of its Loans or any rights or remedies hereunder or under any of the other Loan DocumentsSecuritization.

Assignments and Participations. (a) This Agreement and the other Loan Documents Sellers shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; providednot sell, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or the Repurchase Obligations or delegate its duties under this Agreement or any other Repurchase Document without the prior written consent of each Lender Buyer, and any attempt by a Seller to do so without such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with The terms and provisions governing assignments and participations under Section 18.08(b) are set forth in the written consent of the Administrative Agent, which consent shall not be unreasonably withheldFee Letter, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made are incorporated by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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)reference herein. (c) By executing The terms and delivering an Assignment provisions governing assignments and Acceptanceparticipations under Section 18.08(c) are set forth in the Fee Letter, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance are incorporated by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lenderreference herein. (d) The Administrative Agent shallSeller shall cooperate with Buyer, at Buyer’s sole cost and expense, in connection with any such sale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller. (e) Buyer, acting solely for this purpose as a non-fiduciary agent of the BorrowersSeller, maintain, or cause to be maintained at the Payment Office, shall maintain a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and the Commitments of, and principal amount of the Loans (and stated interest thereon) applicable Price Differential (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender Parties at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned Each Party that sells a participation or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintainsyndicates an interest shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersSeller, maintain a register on which it enters the name and address of all participants each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations under the Registered Loans held by it and the principal amount thereof (and stated interest thereon) Repurchase Documents (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note ; provided that no Party shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at have any reasonable time and from time obligation to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in disclose all or any portion of its rights under this Agreement, the other Loan Documents and Participant Register (including the Loans made by it as collateral security identity of any Participant or any information relating to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security Participant’s interest in all or any portion of such rights and Loans as collateral security obligations under any Repurchase Document) to secure obligations of such Person, Affiliates of such any Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event except (i) release such Lender that portion of the Participant Register relating to any Participant with respect to which an additional amount is requested from any of its obligations hereunderSeller under Article 12 or 13 shall be made available to Seller, and (ii) substitute any otherwise to the extent that such pledgee or grantee for disclosure is reasonably expected to be necessary to establish that such Lender as a party hereto with any rights or remedies hereunder or obligation is in registered form under any Section 5f.103-1(c) of the other Loan DocumentsUnited States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the participating Party shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement notwithstanding any notice to the contrary.

Assignments and Participations. (a) This The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender the parties hereto and their respective successors and assigns; providedassigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), however, except that none of (i) the Loan Parties Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such assignment without the Lenders’ prior written consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Each (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may assign to one or more other Persons assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Maximum Credit Amount and the Loans made by it at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment (1) at any time, to a Lender, an Affiliate of a Lender, or an Approved Fund, or (2) if an Event of Default has occurred and its Pro Rata Share of Letter of Credit Obligations)is continuing, to any other assignee; provided, however, that and (iB) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written provided that no consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any for an assignment by to an assignee that is a Lender immediately prior to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties giving effect to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender maymay sell, with the written consent of the Administrative Agenttransfer, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld negotiate or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more Eligible Assignees (other Persons than a natural person) all or a portion of its rights and obligations under this Agreement hereunder (including, without limitation, including all or a portion of its Commitments, rights and obligations with respect to the Loans made by it and its Pro Rata Share the Letters of Letter of Credit ObligationsCredit); provided, however, that (i) unless otherwise permitted by if any such assignment shall be of the Administrative Agentassigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, such assignment is shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, (ii) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings, such assignment shall cover a ratable amount of each Borrower’s Revolving Credit Outstandings, (iii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in an amount which is at least no event (if less than the assignor’s entire interest) be less than $5,000,000 or a an integral multiple of $1,000,000 in excess thereof thereof, except, in either case, (A) with the consent of the Parent Borrower and the Administrative Agent or the remainder of (B) if such Lender’s Commitment) (except such minimum amount shall not apply assignment is being made to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate or Approved Fund of such Lender), and (iiiv) the parties to each if such assignment shall execute and deliver Eligible Assignee is not, prior to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment date of such fee shall not be required in connection with an assignment by assignment, a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate or Approved Fund of a Lender, such Lender) and (iii) assignment shall be subject to the written prior consent of the Administrative Agent and the Parent Borrower (which consents shall not be unreasonably withheld or Administrative delayed); and provided, further, that, notwithstanding any other provision of this Section 10.2, (x) the consent of the Swingline Lender and each Issuer shall be required for any assignment hereunder (which consents shall not be unreasonably withheld or delayed), (y) the consent of the Parent Borrower shall not be required in connection with for any assignment by a Lender occurring when any Event of Default shall have occurred and be continuing and (z) the Parent Borrower shall be deemed to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or have consented to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date assignment unless it shall be at least three Business Days after the delivery thereof object thereto by written notice to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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)within 5 Business Days after having received notice thereof. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender the parties hereto and their respective successors and assigns; providedassigns permitted hereby, however, except that none of the Loan Parties Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any such other attempted assignment without the Lenders’ prior written consent or transfer by any party hereto 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, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Each Any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may at any time assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Revolving Credit Commitment and the Loans made by it (including for purposes of this subsection (b), participations in L/C Obligations and its Pro Rata Share of Letter of Credit Obligationsin Swing Line Loans) at the time owing to it); provided, however, provided that (i) unless otherwise permitted by except in the Administrative Agent, such case of an assignment is in an of the entire remaining amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such assigning Lender’s Commitment) (except such minimum amount shall not apply Revolving Credit Commitment and the Loans at the time owing to it or in the case of an assignment by to a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Lenderassignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 or an integral multiple of $5,000,000 in excess thereof, unless each of the Agent and, so long as no Event of Default under Section 9.1(a), (b), (g) or (h) has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans (including its participation interests in Swing Line Loans), L/C Borrowings and the Revolving Credit Commitment assigned, but this clause (ii) shall not apply to Swing Line Loans in the event of any assignment by the Swing Line Lender; (iii) each such assignment may, but need not, include the rights of the assignor in respect of Competitive Bid Outstandings except in the event that a Lender assigns all of its Revolving Credit Commitment such assignment shall include all of its Competitive Bid Loans; (iv) any assignment of a Revolving Credit Commitment must be approved (which approval shall not be unreasonably withheld or delayed) by the Agent, each L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and AcceptanceAssumption, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 3,500. Subject to acceptance and recording thereof by the Agent pursuant to subsection (except the payment c) of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptancethis Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date the Eligible Assignee thereunder shall be at least three Business Days after the delivery thereof a party to this Agreement and, to the Administrative Agent (or extent of the interest assigned by such shorter period as shall be agreed to by the Administrative Agent Assignment and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective dateAssumption, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment of a Lender under this Agreement, and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 4.1, 4.4, 4.5, 11.5 and 11.9 with respect to facts and circumstances occurring prior to the effective date of such assignment). . Upon request, the Borrower (cat its expense) By executing shall execute and delivering deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. Notwithstanding the foregoing, (x) the Agent shall not be obligated to consent to an Assignment assignment hereunder until it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and Acceptanceregulations in relation to the assignment to such assignee Lender and (y) an assignment will only be effective after performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to an assignee Lender, the completion of which the Agent shall promptly notify to the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (dc) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain, or cause to be maintained shall maintain at the Payment Office, Agent’s Applicable Lending Office a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lenders, and the Revolving Credit Commitments of, and principal amount amounts of the Loans (and stated interest thereon) L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowersBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Administrative Borrower and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Any Lender and an assigneemay at any time, together with any promissory notes subject to such assignmentwithout the consent of, or (except as set forth below in this subsection (d)) notice to, the Administrative Agent shallBorrower or the Agent, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one any Person (other than a natural person or more banks the Borrower or other entities any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or to a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Revolving Credit Commitment and/or the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations(including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided, provided that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the BorrowersBorrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement Agreement. Each Lender selling a participation shall notify the Borrower of the identity of the participant and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension provided that the failure of any Lender to give such notice shall not affect the validity of such sale or the rights of the due dates participant hereunder. Any agreement or instrument pursuant to which a decrease Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the rate first proviso to Section 11.6 that directly affects such Participant. Subject to subsection (e) of interest payable on this Section, the Loans subject Borrower agrees that each Participant shall be entitled to the participation or benefits of Sections 4.1 and 4.5 to the fees payable under this Agreement, or same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (Cb) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document)Section. The Loan Parties agree that To the extent permitted by law, each participant Participant also shall be entitled to the benefits of Section 4.04 and 11.3(a) as though it were a Lender, provided such Participant agrees to be subject to Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans 11.3(b) as if though it was were a Lender. (je) In furtherance and A Participant shall not in limitation be entitled to receive any greater payment under Sections 4.1 or 4.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. No Participant shall be entitled to the benefits of Section 2.074.6 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, any for the benefit of the Borrower, to provide such forms, certificates or other evidence, if any, with respect to withholding tax matters as required under Section 4.6. (f) Any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this AgreementAgreement (including under its Note, the other Loan Documents and the Loans made by it as collateral security if any) to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person)to a Federal Reserve Bank; provided that neither the initial nor any subsequent no such pledge or grant of a security interest assignment shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto with any rights or remedies hereunder or under any of hereto. (g) As used herein, the other Loan Documents.following terms have the following meanings:

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Each Lender and their respective successors and assigns; providedmay, howeverin accordance with Applicable Law, that none of the Loan Parties may assign or transfer any of its rights hereunder without with the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, Agent (which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing), assign its Loan(s), its Commitment or any portion thereof to one or more any other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations)Person; provided, however, that provided that: (i) unless otherwise permitted no such consent shall be required in the case of any assignment to another Lender or by the Administrative Agent, a Lender to an Affiliate thereof, (ii) any such partial assignment is (other than to another Lender) shall be in an amount which is at least equal to $5,000,000 1,000,000 or a an integral multiple of $1,000,000 500,000 in excess thereof (or the remainder or, if less, all of such Lender’s Commitment's remaining Loans or Commitment hereunder), (iii) upon each such assignment, the assignor and assignee shall deliver an Assignment Agreement to Newark, the Newark Subsidiaries and the Administrative Agent, (iv) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire, and (v) each such assignment shall be to an Eligible Assignee unless Newark has consented to such assignment. Upon the effective date of the assignment to be effected by an Assignment Agreement and register thereof pursuant to clause (b), the assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a Lender hereunder holding the Commitment or Loan(s) (or portion thereof) assigned to it and specified in such Assignment Agreement (in addition to the Commitment or Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment of its Commitment, be released from the Commitment (or portion thereof) so assigned. Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee together with (except such minimum amount shall not apply to in the case of an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to payment by the Administrative Agent, such parties shall deliver assigning or assignee Lender to the Administrative Agent a processing and recordation of an assignment fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of 3,000, the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), shall: (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to promptly accept such Assignment and Acceptance Agreement and (B) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the assigning Lender thereunder shallLender, its assignee and Newark. Notwithstanding anything to the extent contrary contained herein, the Newark Subsidiaries shall not be obligated to pay to any Lender any amount under Section 4.1, 4.3, 4.4 or 4.5 that rights and obligations hereunder is greater than the amount that the Newark Subsidiaries would have been obligated to pay such Lender's assignor if such assigning Lender had not assigned by it pursuant to such Assignment and Acceptance, relinquish Lender any of 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, unless such Lender assignment is made: (1) at a time when the circumstances giving rise to such greater payments did not exist or (2) with the consent of Newark. Notwithstanding the foregoing, no such assignment shall cease be allowed if the assignor thereof (if it is assigning less than all of its Loan Credit Agreement 68 or Commitments) would, after such assignment, have less than $1,000,000 in Loans (such amount to be reduced on a party hereto)pro rata basis upon the receipt of any payment of principal on the Loans) or Commitments. Any assignment in contravention of the provisions of this paragraph shall be null and void ab initio. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (db) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause shall maintain at its address referred to be maintained at the Payment Office, in Section 13.2 a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the principal amounts of the Commitments of, and principal amount of the or Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to to, each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders parties hereto shall treat each Person whose name is recorded in the Register as the owner of a Lender Loan or other obligations hereunder as the owner thereof for all purposes of this AgreementAgreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Administrative Borrower and any Lender parties hereto at any reasonable time (in each case during the normal business hours of the Administrative Agent) and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (fc) A Registered Loan (and the registered noteLender may, if anyin accordance with Applicable Law, evidencing the same) may be assigned sell or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued agree to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities Persons (each a "Participant") a participation in or to all or a portion any part of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made held by it and it, or in its Pro Rata Share of the Letter of Credit Obligations)Commitment; provided, provided that (i) such Lender’s Participant shall not have any rights or obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with Participant's rights against such Lender in connection with respect of such Lender’s rights and obligations under this Agreement and participation to be those set forth in the other Loan Documents; and (iii) a participant shall not be entitled to require agreements executed by such Lender in favor of the Participant). All amounts payable to any Lender under Article IV in respect of the Loan held by it, or its Commitment, shall be determined as if such Lender had not sold or agreed to sell any participations in such Loan or Commitment and as if such Lender were funding such Loan or Commitment in the same way that it is funding the portion of such Loan or Commitment in which no participations have been sold (or if all of its Loan or Commitment has been so participated, in the same way that it was funding such Loan or Commitment at the time of such participation). In no event shall a Lender that sells a participation agree with the Participant to take or omit to take refrain from taking any action hereunder except (A) action directly effecting an extension that such Lender may agree with the Participant that it shall not, without the consent of the maturity dates or decrease in Participant, agree to anything requiring the principal amount vote of 100% of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a LenderLenders hereunder. (jd) In furtherance addition to the assignments and not in limitation participations permitted under the foregoing provisions of Section 2.07this Section, any Lender may at (without notice or consent of the Administrative Agent or any time other Person and from time to time without payment of any fee) assign and pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it or Note to any U.S. Federal Reserve Bank as collateral security pursuant to secure obligations Regulation A of such Lender, Affiliates the Board of such Lender or funds or accounts managed Governors of the U.S. Federal Reserve System and any Operating Circular issued by such Lender or an Affiliate of Federal Reserve Bank. No such Lender (and any initial or subsequent such pledgee or grantee, as assignment shall release the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such assigning Lender from any of its obligations hereunder. (e) Any Lender may, and (ii) substitute in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, 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 any Obligor; provided that, before any such pledgee disclosure, the assignee or grantee for participant or proposed assignee or participant shall agree to preserve the confidentiality of any Credit Agreement 69 Confidential Information relating to the Obligors received by it from such Lender as a party hereto with any rights or remedies hereunder or under any of on the other Loan Documentsterms set forth in Section 13.20.

Assignments and Participations. (a) This Agreement and Neither Borrower nor the other Loan Documents Servicer shall be binding upon and inure have the right to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and voidor obligations under this Agreement. (b) Each Borrower and each Lender mayhereby agree and consent to the complete or partial assignment by each Conduit Lender of all or any portion of its rights under, interest in, title to and obligations under this Agreement (i) to its Support Providers pursuant to a Support Facility or to its Funding Sources, or (ii) (A) to any other issuer of commercial paper notes sponsored or administered by same managing agent or administrator as such Conduit Lender of an Affiliate thereof or (B) to any Lender or any Affiliate of a Lender hereunder, or (iii) to any other Person in accordance with Section 11.1(c). Upon such assignment, such Conduit Lender shall be released from its obligations so assigned. Further, Borrower and each Lender hereby agree that any assignee of any Conduit Lender of this Agreement or all or any of the outstanding Advances of such Conduit Lender shall have all of the rights and benefits under this Agreement as if the term “Conduit Lender” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of such Conduit Lender hereunder. (c) Any Lender may at any time and from time to time, with the written prior consent of the Administrative Agent, which Facility Agent (such consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not to be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuingdelayed), assign to one or more other Persons (“Purchasing Lenders”) all or a portion any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit C-1 hereto (includingthe “Assignment and Acceptance”) executed by such Purchasing Lender and such selling Lender. In addition, without limitation, all or a portion of its Commitmentsso long as no Termination Event has occurred and is continuing at such time, the Loans made consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment unless such assignment is to any Lender, any Funding Source or Support Provider of a Lender, any Affiliate of a Lender, Funding Source or Support Provider or any issuer of commercial paper notes sponsored or administered by it a Lender or any Funding Source or Support Provider for a Lender or any Affiliate of any Lender, Funding Source or Support Provider. Upon delivery of the executed Assignment and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by Acceptance to the Administrative Facility Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount selling Lender shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement (andto the same extent as if it were an original party hereto and no further consent or action by Borrower, in the case of an Assignment and Acceptance covering all Lenders, the Managing Agents or the remaining portion Facility Agent shall be required. Notwithstanding any other provision of an assigning Lender’s rights this Agreement to the contrary, so long as no Termination Event has occurred and obligations under this Agreementis continuing at such time, the consent of ******** (such Lender shall cease consent not to be unreasonably withheld or delayed), so long as it remains a party hereto)Committed Lender hereunder, shall be required prior to the effectiveness of any assignment by ******** to a Person which is not an Affiliate of ******** if, after giving effect to such assignment, the Commitment of ******** would be less than $75,000,000. (cd) By executing and delivering an Assignment and Acceptance, the assigning Purchasing Lender thereunder and the assignee selling Lender thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning such selling 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or document furnished pursuant hereto; (ii) the assigning such Purchasing Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan DocumentsAgreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iviii) such assignee Purchasing Lender will, independently and without reliance upon the assigning LenderFacility Agent, Administrative Agent the selling Lender or any other Lender or any Managing Agent 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 Agreement; (iv) such Purchasing Lender and the other Loan Documentssuch selling Lender confirm that such Purchasing Lender is an Eligible Assignee; (v) such assignee Purchasing Lender appoints and authorizes each of the Administrative Facility Agent and the applicable Managing Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent such agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee Purchasing Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. (de) The Administrative Agent shallFacility Agent, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain, or cause shall maintain at its address referred to be maintained at the Payment Office, herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments Commitment of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to of, each Advance owned by each Lender from time to timetime (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent Lenders and the Lenders shall Borrower may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, Lenders or the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (hf) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) Subject to the extent applicableprovisions of this Section 11.1, upon their receipt of an Assignment and Acceptance executed by a selling Lender and a Purchasing Lender, the Facility Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C-1 hereto, accept such Assignment and Acceptance, and the Facility Agent shall then (i) record the information contained therein in the Register and (ii) give prompt notice thereof to each Lender. (ig) Each Any Lender may may, in the ordinary course of its business at any time sell participations to one or more banks Persons (each a “Participant”), with the prior written notice to the Facility Agent, participating interests in its pro-rata share of the Advances of the Lenders or any other entities in or interest of such Lender hereunder. Notwithstanding any such sale by a Lender of a participating interest to all or a portion of its Participant, such Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) , such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsits obligations hereunder, and the BorrowersBorrower, the Administrative Agent Lenders, the Managing Agents and the other Lenders Facility Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement Agreement. Each Lender agrees that any agreement between such Lender and the other Loan Documents; any such Participant in respect of such participating interest shall not restrict such Lender’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification set forth in clauses (ii) and (iii) a to the proviso to Section 12.1 that affects such Participant. (h) Each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.1, disclose to the assignee or participant shall not be entitled or proposed assignee or participant any information relating to require the Borrower or Servicer furnished to such Lender to take by or omit to take any action hereunder except (A) action directly effecting an extension on behalf of the maturity dates or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation Borrower or the fees payable under this Agreement, or Servicer. (Ci) actions directly effecting a release of all or a substantial portion of the Collateral or Notwithstanding any Loan Party (except as set forth in Section 9.08 other provision of this Agreement to the contrary, no Lender shall assign, transfer, grant a participation interest in or otherwise convey any Note or any beneficial interest therein to any Person other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was than a Qualified Lender. (j) In furtherance and not Notwithstanding any other provision of this Agreement to the contrary, but subject to the provisions in limitation of Section 2.0711.1(i), (i) no Lender shall be prohibited from pledging or assigning as collateral any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security Agreement to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (any Federal Reserve Bank in accordance with Applicable Law and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (icollateral assignment may be made without compliance with Section 11.1(b) release such Lender from any of its obligations hereunderor Section 11.1(c), and (ii) substitute any such pledgee Conduit Lender may pledge or grantee for such Lender assign as a party hereto with any rights or remedies hereunder or under collateral any of its rights under this Agreement pursuant to its program collateral or security agreement with a collateral agent to secure obligations owing by such Conduit Lender to its debt holders, Support Providers or other creditors or the debt holders, Support Providers or other Loan Documentscreditors of its Funding Source; provided that, in the case of any pledge or assignment under this Section 11.1(j), the pledgor or assignor shall remain responsible for all of its obligations under this Agreement as though such pledge or assignment had not occurred.

Assignments and Participations. (ai) This Agreement and the other Loan Documents shall be binding upon and inure Subject to the benefit of each Loan Party and Administrative Agent and each conditions set forth in clause (a)(ii) below, any Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign and delegate all or transfer any portion of its rights hereunder without and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent of each Lender and any (such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which delayed) of: (A) US Administrative Borrower; provided, that no consent of US Administrative Borrower shall not be required (1) if an Event of Default has occurred and is continuing, assign or (2) in connection with an assignment to one a Person that is a Lender or more an Affiliate (other Persons all than natural persons) of a Lender; provided further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within 5 Business Days after having received notice thereof; and (B) Agent, Swing Lender, and Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) no assignment may be made to a natural person, (B) no assignment may be made to a Loan Party, an Affiliate of a Loan Party or any Permitted Holder Affiliated Entity, (C) no assignment may be made to a portion Disqualified Institution unless a Specified Event of its Default of the type referred to in clause (a), (d) or (e) of the definition thereof has occurred and is continuing, (D) the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under this Agreement the other Loan Documents subject to each such assignment (including, without limitation, all or a portion determined as of its Commitments, the Loans made by it date the Assignment and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, Acceptance with respect to such assignment is delivered to Agent) shall be in an a minimum amount which is at least (unless waived by Agent) of $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to (I) an assignment or delegation by a any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a fund or account managed by such Lender or group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000), (E) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender), ’s rights and obligations under this Agreement, (iiF) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and Acceptance; provided, that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written notice of such assignment, together with any promissory note subject payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such assignment and, Lender and the Assignee, (G) unless otherwise previously agreed to waived by the Administrative Agent, such parties the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount of $3,500, and (H) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative Agent a processing and recordation fee Questionnaire”). Notwithstanding anything contained herein to the contrary, no assignment may be made unless after giving effect thereto (i) the Pro Rata Share of $3,500 (except the payment US Revolver Commitment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate and its Affiliates shall equal the Pro Rata Share of the UK Revolver Commitments of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and its Affiliates and (iiiii) the written consent Pro Rata Share of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by UK Revolver Commitments of a Lender to an Affiliate and its Affiliates shall equal the Pro Rata Share of the US Revolver Commitments of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from its Affiliates. (b) From and after the effective date specified in each that Agent receives the executed Assignment and AcceptanceAcceptance and, which effective date shall be at least three Business Days after if applicable, payment of the delivery thereof required processing fee, subject to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignmentSection 13.1(h), (Ai) the assignee Assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (Bii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from its any future obligations under this Agreement (and, 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 AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; , (ii) the such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries Borrower or the performance or observance by any Loan Party Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; , (iii) such assignee Assignee confirms that it has received a copy of this Agreement and the other Loan DocumentsAgreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such assignee Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender, Administrative Agent or any 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 and the other Loan Documents; Agreement, (v) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; , and (vi) such assignee 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 Loan Documents are required to be performed by it as a Lender. (d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Administrative Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party, an Affiliate of a Loan Party, or any Permitted Holder Affiliated Entity, and (vii) except as provided below, all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, 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 its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents, or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Holdings and its Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or US Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (h) Agent shall, acting solely for this purpose (as a non-fiduciary agent on behalf of the Borrowers, ) shall maintain, or cause to be maintained at the Payment Officemaintained, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for on which it enters the recordation name and address of each Lender as the registered owner of the names and addresses of the Lenders Revolving Loans (and the Commitments of, and principal amount of the Loans (thereof and stated interest thereon) held by such Lender (the each, a “Registered LoansLoan”) and Letter of Credit Obligations owing to each Lender from time to time). The entries Other than in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as connection with an assignment by a Lender hereunder for of all purposes or any portion of this Agreement. The Register shall be available for inspection by its portion of the Administrative Borrower and any Revolving Loans to an Affiliate of such Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt or a Related Fund of an Assignment and Acceptance executed by an assigning such Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any ) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, any evidencing the same), the Administrative Agent Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Revolving Loans to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of the Borrowers, shall maintain a register comparable to the Register. (gi) In the event that any a Lender sells participations in a the Registered Loan, such Lender shall maintainLender, acting solely for this purpose as a non-fiduciary agent on behalf of the Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount thereof (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time conclusive absent manifest error, and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to treat each person whose name is recorded in the other parties hereto for Participant Register as the performance owner of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of for all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 purposes of this Agreement or notwithstanding any other Loan Document). The Loan Parties agree that each participant shall be entitled notice to the benefits contrary. For the avoidance of Section 4.04 and Section 4.05 of this Agreement with respect to doubt, Agent (in its participation in any portion of the Commitments and the Loans capacity as if it was Agent) shall have no responsibility for maintaining a LenderParticipant Register. (j) In furtherance Agent shall make a copy of the Register (and not in limitation each Lender shall make a copy of Section 2.07, any Lender may at any time and its Participant Register to the extent it has one) available for review by Borrowers from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case Borrowers may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documentsreasonably request.

Assignments and Participations. (a) This Agreement Neither Agent nor any Lender may assign or transfer all, or any part, of the Obligations, the Commitments and any other rights and obligations of such Agent or such Lender hereunder and under the other Loan Documents shall be binding upon except as provided herein. The Obligations, Commitments and inure to the benefit any other rights and obligations of each Loan Party and Administrative Agent and each Lender hereunder and their respective successors under the Loan Documents must be transferred pursuant to a registration statement filed under the Securities Act of 1933, as amended, or an exemption from such registration. The Borrower shall be entitled to advance notice of any transfer and assigns; providedreasonable assurance, howeverincluding an opinion of counsel reasonably acceptable to the Borrower, that none of the Loan Parties such transfer complies with applicable securities laws. Any Lender may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or any ratable part of all, of the Obligations, the Commitments and the other Persons all or a portion of its rights and obligations of such Lender hereunder and under this Agreement (includingthe other Loan Documents, without limitation, all or in a portion minimum amount of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment and delegation by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (iix) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such other Lender or an Affiliate of such Lender or a Related Fund of such Lender, (y) a group of new Lenders, each of which is an Affiliate or Related Fund of each other so long as the aggregate amount to any other Lender. Upon be assigned to such executiongroup is at least $5,000,000 or (z) if as a result of such assignment such Lender shall cease to be a party hereto); provided, delivery however, that, Borrower and acceptanceAgent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, from together with payment instructions, addresses, and after related information with respect to the effective date specified in each Assignee, have been given to Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Agent an Assignment and Acceptance, which effective date and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Notwithstanding the preceding sentence, the payment of any fees shall not be at least three Business Days required and the Assignee need not be an Eligible Transferee if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender or (y) the assignee is a Lender or an Affiliate of a Lender or a Related Fund of a Lender; provided that any such assignment must otherwise comply with applicable securities laws and the other provisions of this Section 13.1(a). (b) From and after the delivery thereof date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the Administrative Agent above-referenced processing fee (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignmentif required), (Ai) the assignee Assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (Bii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from its any future obligations under this Agreement (and, 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 AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 15 and Section 16.7 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i1) other than as provided in such Assignment and Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; , (ii2) the such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries Borrower or the performance or observance by any Loan Party Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; , (iii3) such assignee Assignee confirms that it has received a copy of this Agreement and the other Loan DocumentsAgreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv4) such assignee Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender, Administrative Agent or any 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 and the other Loan Documents; Agreement, (v5) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agent, by the terms hereof and thereofhereof, together with such powers as are reasonably incidental hereto and thereto; , and (vi6) such assignee 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 Loan Documents are required to be performed by it as a Lender. (d) Immediately upon Agent’s receipt of any processing fee payment (if required) and the fully executed Assignment and Acceptance this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Administrative Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) In connection with any such assignment or proposed assignment, a Lender may, subject to the provisions of Section 16.7, disclose all documents and information which it now or hereafter may have relating to Borrower and its Subsidiaries and their respective businesses. (f) Agent shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain, or cause to be maintained at the Payment Officemaintained, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of on which it shall enter the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans Term Loan (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to to, each Lender from time to time. The Subject to the last sentence of this Section 13.1(f), the entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (fg) A Registered Loan (and the registered note, if any, Registered Note evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note Registered Note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, Registered Note evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, Registered Note evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered noteRegistered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, Registered Note evidencing the same), the Administrative Agent and Borrower shall treat the Person in whose name such Registered Loan (and the registered noteRegistered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposesthereon, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties The Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of each Lender all of the Lenders and any such assignment without the Lenders’ prior written consent shall be null and voidAdministrative Agent. (bi) Each Lender may, with no such consent by the written consent of Borrower or the Administrative AgentAgent shall be required in the case of any assignment to another Lender or an affiliate of a Lender; Credit Agreement ---------------- (ii) except to the extent the Borrower and the Administrative Agent shall otherwise consent, which consent any such partial assignment (other than to another Lender or an affiliate) shall be in an amount at least equal to $5,000,000; (iii) each such assignment by a Lender of its Revolving Credit Loans or Revolving Credit Commitment or Letter of Credit Interest shall be made in such manner so that the same portion of its Revolving Credit Loans, Revolving Credit Commitment and Letter of Credit Interest is assigned to the respective assignee; (iv) each such assignment by a Lender of its Term Loans or Term Loan Commitment shall be made in such manner so that the same portion of its Term Loans and Term Loan Commitment is assigned to the respective assignee; (v) each such assignment by a Lender of its Incremental Facility Loans of any Series shall be made in such manner so that the same portion of its Incremental Facility Loans and Incremental Facility Commitment of such Series is assigned to the respective assignee; and (vi) upon each such assignment, the assignor and assignee shall deliver to the Borrower, the Administrative Agent and the Issuing Lender an Assignment and Acceptance in the form of Exhibit A hereto and the assignee, if it shall not be unreasonably withhelda Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon execution and delivery by the assignor and the assignee to the Borrower, the Administrative Agent and the Issuing Lender of such Assignment and Acceptance, and with upon consent thereto by the written consent of Administrative Borrower, which consent the Administrative Agent and the Issuing Lender to the extent required above, the assignee shall not have, to the extent of such assignment (unless otherwise consented to by the Borrower, the Administrative Agent and the Issuing Lender), the obligations, rights and benefits of a Lender hereunder holding the Commitment(s), Loans and, if applicable, Letter of Credit Interest (or portions thereof) assigned to it and specified in such Assignment and Acceptance (in addition to the Commitment(s), Loans and Letter of Credit Interest, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be unreasonably withheld released from the Commitment(s) (or delayed and which portion(s) thereof) so assigned. Upon each such assignment the assigning Lender shall not be required if pay the Administrative Agent an Event assignment fee of Default has occurred and is continuing, assign $3,500. (c) A Lender may sell or agree to sell to one or more other Persons (each a "Participant") a participation in all or a portion any part of its rights and obligations under this Agreement (includingany Loans or Letter of ------------ Credit Interest held by it, without limitation, all or a portion of in its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, provided that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount -------- Participant shall not apply to an assignment by a Lender to an Affiliate of such Lender have any rights or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished (the Participant's rights against such Lender in respect of such participation to be those set forth in the agreements executed by such Lender in Credit Agreement ---------------- -107- favor of the Participant) and (ii) such Lender shall promptly notify the Borrower of the sale of such participation. All amounts payable by the Borrower to any Lender under Section 5 hereof in respect of Loans and Letter of Credit Interests held by it, and its Commitments, shall be determined as if such Lender had not sold or agreed to sell any participations in such Loans, Letter of Credit Interest and Commitments, and as if such Lender were funding each of such Loan, Letter of Credit Interest and Commitments in the same way that it is funding the portion of such Loan, Letter of Credit Interest and Commitments in which no participations have been sold. In no event shall a Lender that sells a participation agree with the Participant to take or refrain from taking any action hereunder or under any other Loan Document except that such Lender may agree with the Participant that it will not, without the consent of the Participant, agree to (i) increase or extend the term of such Lender's related Commitment or extend the amount or date of any scheduled reduction of such Commitment pursuant hereto; to Section 2.04 hereof, (ii) extend the date fixed for the payment of principal of or interest on the related Loan or Loans, Reimbursement Obligations or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such assignee confirms that it has received a copy payment of this Agreement and the other Loan Documentsprincipal, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee willreduce the rate at which interest is payable thereon, independently and without reliance upon the assigning Lender, Administrative Agent or any Lender and based on fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking interest or not taking action under this Agreement and the other Loan Documents; fee or (v) such assignee appoints and authorizes the Administrative Agent consent to take such action as agent on its behalf and to exercise such powers under this Agreement and any modification, supplement or waiver hereof or of any of the other Loan Documents as are delegated to the Administrative Agent by extent that the terms hereof and thereofsame, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all under Section 10.09 or Section 11.04 hereof, requires the consent of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a each Lender. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 11.06, any Lender may (without notice to the Borrower, the Administrative Agent or any other Lender and without payment of any fee) (i) assign and pledge all or any portion of its Loans to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Lender and (ii) assign all or any portion of its rights under this Agreement and its Loans to an affiliate. No such assignment shall release the assigning Lender from its obligations hereunder. (e) A Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.12(b) hereof. (f) Anything in this Section 11.06 to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan or Reimbursement Obligation held by it hereunder to the Borrower or any of its Affiliates or Subsidiaries without the prior consent of each Lender. (g) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain, or cause to be maintained shall maintain at the Payment Office, one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lenders, and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of owing to, Credit Obligations owing to Agreement ---------------- -108- each Lender pursuant to the terms hereof from time to timetime (the "Register"). The -------- entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the BorrowersBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assigneeLender, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in Upon its receipt of a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each duly completed Assignment and Acceptance executed by an assigning Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitmentsan assignee, the Loans made assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that paragraph (ib) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowersabove, the Administrative Agent shall accept such Assignment and Acceptance and record 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 Loan Documents; and (iii) 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 or decrease information contained therein in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 Register. No assignment shall be effective for purposes of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to unless it has been recorded in the benefits of Section 4.04 and Section 4.05 of Register as provided in this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lenderparagraph. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement The Borrower may not, and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; providedmay not cause or permit any Aircraft Subsidiary to, however, that none of the Loan Parties may assign or transfer delegate any of its rights hereunder rights, obligations or interests under this Agreement or any other Loan Document without the prior written consent of each Lender the Agent and any such assignment without the Lenders’ prior written consent shall be null and voidall Lenders in their sole discretion. (b) Each No Lender maymay at any time assign any of its rights and obligations under this Agreement, with any other Loan Document or any of the Collateral, in each case, related to a Loan or the unfunded amount of an Allocation (i) without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, Agent (which consent shall not be unreasonably withheld or delayed and which consent shall be deemed granted with respect to an assignment to a Person described in any of clauses (a) through (d) of the definition of Eligible Assignee) and (ii) without the prior written consent of the Borrower (which consent shall not be unreasonably withheld (refusing consent to an assignment to a Competitor shall not be deemed unreasonable) and which consent shall not be required (A) if a Facility Event of Default, Facility Default described in clause (ii) or (iii) of Section 9.01(h), Amortization Event or Servicer Replacement Event shall have occurred and is continuing or, (B) after the occurrence of the Availability Expiration Date, with respect to an assignment to a Person described in any of clauses (a) through (d) of the definition of Eligible Assignee); provided that, in any event, the assignment must comply with Applicable Law and the Person to which such assignment is intended to be made (an “Assignee”) (x) shall be an Eligible Assignee and (y) shall either (1) acquire either all of the outstanding Loans and unfunded Allocations of the assigning Lender, or (2) hold in the aggregate upon any such assignment by one or more Lenders, and the assigning Lender shall retain, Loans and/or unfunded Allocations with an aggregate principal balance of at least $25,000,000 ($1,000,000 if a Facility Event of Default, Facility Default described in clause (ii) or (iii) of Section 9.01(h), Amortization Event or Servicer Replacement Event has occurred and is continuing), or such lesser amount agreed by the Borrower and the Agent, in their sole and absolute discretion, in writing (the Agent shall promptly notify each Lender in writing of any such lesser amount and the name of the involved Lenders). Any assignment made in breach of Section 11.03 shall be null and void. No ALC Party that is or becomes a Lender shall have any consent or voting rights of a Lender unless one or more ALC Parties hold all of the outstanding Loans and undrawn Allocations. Notwithstanding the other provisions of this Section 11.03, so long as no Facility Event of Default has occurred and is continuing, assign if an Assignee (including a Person that is already a Lender at the time of the proposed assignment) would otherwise be entitled to one receive any greater amounts pursuant to Sections 4.03, 4.05 or more other Persons 4.06 after giving effect to such assignment based on the law existing at the time of such assignment, than that to which the assigning Lender would have been entitled (as determined on the date of such assignment) had no such assignment occurred (such excess amounts are herein referred to as “Excess Amounts”), then except as provided in clause (ii) or (iii) of the proviso to clause (g) of Section 4.06 with respect to U.S. Withholding Taxes, such Assignee shall forego such Excess Amount absent another applicable event or Change In Law. Any such assignment that is consented to by the Agent shall be made pursuant to an Assignment and Assumption Agreement acceptable to the Agent in its sole discretion between the Assignee and the transferring Lender and shall be subject to an assignment and processing fee of $3,500. Such Assignment and Assumption Agreement shall be executed by such Assignee and such transferor and shall be delivered before the proposed effective date of such assignment to the Agent for acceptance. The transferor shall pay all or a portion fees and expenses of its rights the Agent and obligations under this Agreement the Borrower (including, without limitation, all or a portion of its Commitments, the Loans made by it legal fees and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (iexpenses) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment such assignment, as determined by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lenderits sole discretion. Upon such execution, delivery and acceptanceacceptance by the Agent, from and after the effective date specified in each such Assignment and AcceptanceAssumption Agreement and the making of appropriate entries in the Register with respect to such transfer, which effective date (x) the Assignee thereunder shall be at least three Business Days after the delivery thereof a party hereto and, to the Administrative Agent (or such shorter period as shall be agreed to extent of the portion of the Allocation of the transferor purchased by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective dateit, have the rights and obligations of a Lender hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (By) the assigning Lender transferor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptanceof the portion of its Allocation so sold, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance assignment agreement covering all or the remaining portion of an assigning Lendera transferor’s rights and obligations under this Agreement, such Lender transferor shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance. If the transferor is a holder of the Notes, on or prior to the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided effective date specified in such Assignment and AcceptanceAssumption Agreement, the assigning Borrower, at the expense of the transferor, shall execute and deliver to the Agent in exchange for the Notes previously delivered to such transferor (and provided that such transferor returns such previously delivered Notes and upon the request of the Assignee) new Notes to the order of such Assignee in an amount based upon the Allocation assumed by it pursuant to such Assignment and Assumption Agreement and, unless the transferor has not retained an Allocation hereunder, new Notes to the order of the transferor in an amount based upon the Allocation retained by it hereunder. Each such new Note shall be dated the effective date of such assignment and shall otherwise be in the form of the Note replaced thereby. The Notes surrendered by the transferor shall, upon receipt by the Agent from the applicable Lender, be returned by the Agent to the Borrower. Notwithstanding anything to the contrary contained in this Agreement, any Lender makes no representation may pledge, hypothecate or warranty and assumes no responsibility with respect otherwise grant a security interest in all or any part of its rights hereunder or in its Advances to any statementsFederal Reserve Bank and any Lender which is a commercial paper conduit may pledge its Loans pursuant to any security agreement applicable to its commercial paper program generally; provided that no such pledge, warranties hypothecation or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning grant shall relieve such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated Agreement. Notwithstanding anything to the Administrative Agent by the terms hereof and thereofcontrary in this Section 11.03, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each any Conduit Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed may (i) accept such Assignment and Acceptance and (ii) record with notice to, but without the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a prior written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same)consent of, the Administrative Borrower or the Agent shall treat the Person in whose name such Registered Loan (and the registered notewithout paying any processing fee therefor, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to assign all or a portion of its rights interests in any Advances to its Granting Lender or to any Support Party therefor effective upon the making of appropriate entries in the Register with respect to such transfer and obligations (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or Support Party. (c) Any Lender may grant to any one or more Persons (each a “Participant”), on a participating basis but not as a party to or a Lender under this Agreement and the other Loan Documents (includingAgreement, without limitation, a participation or participations in all or a portion any part of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations rights and benefits under this Agreement (including without limitationon a pro rata basis in the case of the Loans) or any Loan Document (a “Participation”). In the event of any such grant by a Lender of a Participation to a Participant, its Commitments hereunder) whether or not upon notice to the Borrower and the other Loan Documents shall remain unchanged; (ii) Agent, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsits obligations hereunder, and the Borrowers, the Administrative Agent Borrower and the other Lenders Agent 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 Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations Agreement. The Borrower agrees that each Participant shall, to the extent such Loans or Letter of Credit Obligations are the subject of the participationits Participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Sections 4.06 and 11.02 as if such Participant were a Lender; provided that no granting of a participation shall increase the Borrower’s costs, liabilities or expenses as a result thereof and, in particular, no Participant shall be entitled to receive any amount under Sections 4.06 and 11.02 that would increase the Borrower’s obligations above that which would have been the case if such Participation had not been granted. Each Lender that sells a Participation in any Loan, Allocation or other interest to a Participant shall record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests and shall, upon the request of the Borrower or the Agent, provide such Person with the amount of such participation and the name, address and telephone number of, and individual contact for, such Participant. (d) In the event that any Lender shall demand payment of increased costs or other payment pursuant to Section 4.04 4.03 or 4.05, or if any Tax, indemnity or other amount is owed pursuant to Section 4.06 or if an Illegality Event shall have occurred and Section 4.05 of this Agreement be continuing with respect to its participation in any portion of a Lender, then the Commitments Borrower shall have the right, but not the obligation, upon notice to such Lender and the Loans as Agent, to replace such Lender with an Eligible Assignee acceptable to the Agent (such consent not to be unreasonably withheld or delayed; provided that no such consent shall be required if it was the Replacement Lender is an existing Lender) (a “Replacement Lender. ”), and upon any such request by the Borrower, such Lender hereby agrees to transfer and assign (jin accordance with this Section) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its Allocations and Loans and other rights and obligations under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of Replacement Lender (unless such Lender withdraws or funds waives its claim for increased costs or accounts managed by such Lender other payments or an Affiliate of such Lender (and mitigates any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such PersonIllegality Event); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such assignment shall be without recourse, representation or warranty (other than that such Lender from owns the Allocations, Loans and Notes being assigned, free and clear of any of its obligations hereunder, Liens) and (ii) substitute the purchase price paid by the Replacement Lender shall be in the amount of such Lender’s Loans, together with all accrued and unpaid interest, fees and Break Costs in respect thereof, plus all other amounts (other than the amounts (if any) demanded and unreimbursed under Sections 4.02 through (and including) 4.06, which shall be paid by the Borrower), owing to such Lender hereunder. Upon any such pledgee termination or grantee for assignment, such Lender as shall cease to be a party hereto with but shall continue to be entitled to the benefits of, and subject to the obligations of, any rights or remedies hereunder or under any provisions of the other Loan DocumentsDocuments which by their terms survive the termination of this Agreement.

Assignments and Participations. (a) This The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender the parties hereto and their respective successors and assigns; providedassigns permitted hereby, however, except that none of neither the Loan Parties Guarantor nor any Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any such other attempted assignment without the Lenders’ prior written consent or transfer by any party hereto 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, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Each Subject to Section 12.1(h), any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may at any time assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment or Commitments and the Loan or Loans made by it and its Pro Rata Share of Letter of Credit Obligationsat the time owing to it); provided, however, provided that (i) unless otherwise permitted by except in the Administrative Agent, such case of an assignment is in an of the entire remaining amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such assigning Lender’s Commitment) (except such minimum amount shall not apply Commitment and Loans at the time owing to it or in the case of an assignment by to a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Lenderassignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than €5,000,000 (or its equivalent) or an integral multiple of €5,000,000 (or its equivalent) in excess thereof, unless each of the Agent and, so long as no Event of Default under Section 9.1(a), (b), (g) or (h) has occurred and is continuing, the Guarantor otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and the Commitment assigned; (iii) any assignment of a Commitment must be approved (which approval shall not be unreasonably withheld or delayed) by the Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and AcceptanceAssumption, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 3,500. Subject to acceptance and recording thereof by the Agent pursuant to subsection (except the payment c) of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptancethis Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date the Eligible Assignee thereunder shall be at least three Business Days after the delivery thereof a party to this Agreement and, to the Administrative Agent (or extent of the interest assigned by such shorter period as shall be agreed to by the Administrative Agent Assignment and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective dateAssumption, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment of a Lender under this Agreement, and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 4.1, 4.4, 4.5, 12.5 and 12.9 with respect to facts and circumstances occurring prior to the effective date of such assignment). . Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (cd) By executing of this Section. Notwithstanding the foregoing, (x) the Agent shall not be obligated to consent to an assignment hereunder until it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and delivering regulations in relation to the assignment to such assignee Lender and (y) an Assignment and Acceptanceassignment will only be effective after performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to an assignee Lender, the completion of which the Agent shall promptly notify to the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (dc) The Administrative Agent shallAgent, acting solely for this purpose as a non-fiduciary an agent of the Borrowers, maintain, or cause to be maintained shall maintain at the Payment Office, Agent’s Applicable Lending Office a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lenders, and the Commitments of, and principal amount amounts of the Loans (and stated interest thereon) owing to, each Lender pursuant to the terms hereof from time to time (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the Guarantor, the Borrowers, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Administrative Borrower Guarantor, the Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Subject to Section 12.1(h), any Lender and an assigneemay at any time, together with any promissory notes subject to such assignmentwithout the consent of, or (except as set forth below in this subsection (d)) notice to, the Administrative Agent shallGuarantor, if any Borrower or the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered noteAgent, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one any Person (other than a natural person or more banks the Guarantor or other entities any of the Guarantor’s Affiliates or Subsidiaries) (each, a “Participant”) in all or to a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Commitment and/or the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsowing to it); provided, provided that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsobligations and (iii) the Guarantor, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement Agreement. Each Lender selling a participation shall notify the Guarantor and the other Loan Documents; and (iii) 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 Borrowers of the maturity dates or decrease in the principal amount identity of the Loans or Letter of Credit Obligations to participant and the extent such Loans or Letter of Credit Obligations are the subject amount of the participation, (B) action directly effecting an extension provided that the failure of any Lender to give such notice shall not affect the validity of such sale or the rights of the due dates participant hereunder. Any agreement or instrument pursuant to which a decrease Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the rate of interest payable on the Loans subject first proviso to the participation or the fees payable under this Agreement, or Section 12.6 that directly affects such Participant. Subject to subsection (Ce) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties Section, the Borrowers agree that each participant Participant shall be entitled to the benefits of Sections 4.1 and 4.4 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.04 and 12.3(a) as though it were a Lender, provided such Participant agrees to be subject to Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans 12.3(b) as if though it was were a Lender. (je) In furtherance and A Participant shall not in limitation be entitled to receive any greater payment under Section 4.1 or 4.5 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Guarantor’s prior written consent. No Participant shall be entitled to the benefits of Section 2.074.5 unless the Guarantor is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Guarantor, to provide such forms, certificates or other evidence, if any, with respect to withholding tax matters as required under Section 4.5(d). (f) Subject to Section 12.1(h), any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security Agreement to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person)to a Federal Reserve Bank; provided that neither the initial nor any subsequent no such pledge or grant of a security interest assignment shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) hereunder or substitute any such pledgee or grantee assignee for such Lender as a party hereto with any rights or remedies hereunder or under any of hereto. (g) As used herein, the other Loan Documents.following terms have the following meanings:

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding Each Bank may, upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without obtaining the prior written consent of each Lender and the Agent (which consent by any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent party shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuingdelayed), assign to one or more banks or other Persons entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made Commitment and Note or Notes held by it and its Pro Rata Share of Letter of Credit Obligationsit); provided, however, that (i) unless otherwise permitted by the Administrative Agent, each such assignment is shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations so assigned, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be less than $10,000,000 and shall be an amount which is at least $5,000,000 or a integral multiple of $1,000,000 in excess thereof unless the Borrower and the Agent otherwise consent, (or the remainder of iii) each such Lender’s Commitment) (except such minimum amount assignment shall not apply be to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender)Eligible Assignee, (iiiv) the parties to each such assignment shall (A) execute and deliver to the Administrative Agent, Agent for its acceptanceacceptance and recording in the Register, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall Acceptance and (B) deliver to the Administrative Agent a processing and recordation fee of $3,500 3,500; provided that the Agent may, in its sole discretion, elect to waive such processing and recording fee, (except v) if no Event of Default has occurred and is continuing, the payment prior written consent of such fee the Borrower (which consent shall not be unreasonably withheld or delayed) shall be required for an assignment by a Bank to an assignee which is not a Bank or an Affiliate or Approved Fund of a Bank, and (vi) consent of the Agent shall not be required in connection with for an assignment by a Lender Bank to an Affiliate of such Lender or assignee which is a fund or account managed by such Lender Bank or an Affiliate or Approved Fund of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other LenderBank. Upon such execution, delivery delivery, acceptance and acceptancerecording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three two Business Days after the delivery thereof to execution thereof, the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 LenderBank’s rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Acceptance, the assigning 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or document furnished pursuant hereto; (ii) the such assigning Lender Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries the Borrower or the performance or observance by any Loan Party the Borrower of any of its obligations under this Agreement or any other Loan Document instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan DocumentsAgreement, together with copies of the financial statements referred to in Section 4.01(e) or 5.01(b) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender, Administrative Agent Bank or any Lender other 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 and the other Loan DocumentsAgreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental hereto and 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 and the other Loan Documents are required to be performed by it as a LenderBank. (dc) The Administrative Agent shall(or a party designated by the Agent, acting solely for this purpose as a non-fiduciary agent of which may include the Borrowers, maintain, or cause Borrower) shall maintain at its address referred to be maintained at the Payment Office, in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Banks and the Commitments Commitment of, and principal amount of the Loans (and stated interest thereon) Advances owing to, each Bank from time to time (the “Registered LoansRegister”). The Agent (or its designee) shall also reflect in the Register the transfer of any portion of any Bank’s interest in the Notes, any Advances not evidenced by a Note or any other obligations hereunder (collectively, the “Obligations”), and Letter the Agent (or its designee) shall retain a copy of Credit the assignment transferring the Obligations owing to each Lender from time to timefor the registration or transfer of the Obligations, and shall enter the names and addresses of the transferees of the Obligations. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersBorrower, the Administrative Agent and the Lenders Banks shall treat each Person whose name is recorded in the Register as a Lender Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. Solely for purposes of this Section 9.08(c) and for tax purposes only, the Agent (or its designee) shall be the Borrower’s agent for purposes of maintaining the Register and notations of transfer in the Register. The Obligations are registered obligations and the right, title and interest of any Bank and/or its assignees in and to such Obligations shall be transferable only upon notation of such transfer in the Register (and each Note shall expressly so provide). This Section 9.08(c) shall be construed so that the Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related Treasury Regulations. (hd) Any Person Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee representing that it is organized an Eligible Assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in a jurisdiction outside substantially the United States which is assigned any portion form of any Registered Loan shall comply with Section 4.05(cExhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the extent applicableBorrower. (ie) Each Lender Bank may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made Commitment and Note or Notes held by it and its Pro Rata Share of the Letter of Credit Obligationsit); provided, however, that (i) such LenderBank’s obligations under this Agreement (including including, without limitation, its Commitments Commitment to the Borrower hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note and the Borrowersmaker of any Advance for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lenders Banks shall continue to deal solely and directly with such Lender Bank in connection with such LenderBank’s rights and obligations under this Agreement and the other Loan Documents; Agreement, and (iiiv) a any agreement between such Bank and any participant in connection with such participating interest shall not be entitled restrict such Bank’s right to require such Lender agree to take any amendment or omit waiver of any provision of this Agreement, or any consent to take any action hereunder departure by the Borrower therefrom, except (A) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject participant would be affected thereby) a reduction of the participationprincipal of, (B) action directly effecting or interest on, any Advance or postponement of any date fixed for payment thereof. Each Bank that sells a participation shall, acting solely for this purpose as an extension agent of the due dates or Borrower, maintain a decrease 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 rate obligations under this Agreement (the “Participant Register”); provided that no Bank shall have any obligation to disclose any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest payable on the Loans subject to the participation in any commitments, loans, letters of credit or the fees payable its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or (Cother obligation is in registered form under Section 5f.103-1(c) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as set forth in Section 9.08 the owner of such participation for all purposes of this Agreement or notwithstanding any other Loan Document)notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (f) The Loan Parties agree Borrower agrees that each participant shall be entitled to the benefits of Sections 2.15 and 2.20 (subject to the requirements and limitations therein, including the requirements under Section 4.04 2.20(f) (it being understood that the documentation required under Section 2.20(f) shall be delivered to the participating Bank)) to the same extent as if it were a Bank and Section 4.05 had acquired its interest by assignment pursuant to paragraph (a) of this Agreement Section; provided that such participant (A) agrees to be subject to the provisions of Sections 2.20(i) and 2.21 as if it were an assignee under paragraph (a) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.20, with respect to any participation, than its participation participating Bank would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in any portion of Law that occurs after the Commitments and participant acquired the Loans as if it was a Lenderapplicable participation. (jg) In furtherance and not Notwithstanding any other provisions set forth in limitation of Section 2.07this Agreement, any Lender may Bank at any time and from time to time pledge may assign, as collateral or grant a security interest in all or otherwise, any portion of its rights (including, without limitation, rights to payments of principal of and/or interest on the Advances) under this Agreement, the other Loan Documents and the Loans made by it as collateral security Agreement to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all Federal Reserve Bank or any portion of central bank having jurisdiction over such rights and Loans as collateral security Bank without notice to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any consent of the Borrower, any other Loan DocumentsBank or the Agent.

Assignments and Participations. (a) This Any Lender may sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person so long as the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from Borrowers hereunder of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders hereunder. No Lender selling such a participation shall, as between the other parties hereto or to any other Loan Document and such Lender, be relieved of any of its obligations hereunder or thereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an affiliate of such Lender) shall give prompt notice thereof to Administrative Agent and Borrower Representative. (b) In addition to sales of participations under the immediately preceding subsection, any Lender may make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents (which rights may be limited to a particular Loan Advance) in accordance with the terms of this Section 10.3; provided, however, that such Lender shall not offer, sell or otherwise, dispose of all or any part of its commitments or Loans except under circumstances which will not result in a violation of the Act or applicable state securities laws. To the extent indicated in any document, instrument or agreement so selling, assigning, or otherwise transferring to an assignee (an “Assignee”) such rights and/or duties, (i) the Assignee shall acquire all of the assigning Lender’s rights under the Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date Assignee shall be at least three Business Days after the delivery thereof deemed to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated with the authority to exercise such rights in the capacity of such Lender. Subject to applicable securities laws, Related Parties hereby authorize each Lender to disseminate any information it has pertaining to the Administrative Agent by the terms hereof Indebtedness, including without limitation, complete and thereof, together with such powers as are reasonably incidental hereto current credit information on Related Parties and thereto; Guarantors and (vi) such assignee agrees that it will perform in accordance with any of their terms all of the obligations which by the terms of principals to any Assignee or prospective Assignee. Any assignment pursuant to this Agreement Section 10.3 shall be made pursuant to an Assignment and the other Loan Documents are required to be performed by it as a LenderAcceptance. (dc) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained shall maintain at the Payment Office, its office a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders Lenders, and the Commitments commitments of, and principal amount of the Indebtedness and Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender pursuant to the terms hereof from time to timetime (the “Register”). The entries in the Register shall be conclusive presumptive evidence of the amounts due and binding for all purposes, absent owing to Lenders in the absence of manifest error, and the . Borrowers, the Administrative Agent and the Lenders shall each Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower Borrowers and any Lender Lender, at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, its Assignee (together with any promissory notes the Note(s) subject to such assignment), evidence satisfactory to the Administrative Agent shallthat such assignment complies with subsection (b) above, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed shall (ia) accept such Assignment and Acceptance and (iib) record the information contained therein in the Register. (f. If requested by Administrative Agent, Borrowers shall promptly execute and deliver to Administrative Agent new Note(s) A Registered Loan (and evidencing the registered noteIndebtedness owed by Borrowers to the assignee and, if anyapplicable, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered noteassigning Lender, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued after giving effect to the designated assignee(s) or transferee(s)assignment. Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat cancel the Person in whose name such Registered Loan (Notes delivered to it by the assigning Lender and deliver the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice new Notes to the contrary. (g) In Assignee and, unless the event that any assigning Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of has assigned all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable interests under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a assigning Lender. (je) In furtherance and not in limitation of Section 2.07, any Any Lender may at any time and from time time, following written notice to time Administrative Agent, (a) pledge the Indebtedness held by it or grant create a security interest in all or any portion of its rights under this Agreement, Agreement or the other Loan Documents and the Loans made by it as collateral security to secure obligations in favor of any Person; provided, however, that (i) no such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a of security interest to any Person shall release such Lender from its Indebtedness hereunder or under any other Loan Document and (ii) the acquisition of title to such Lender’s Indebtedness pursuant to any foreclosure or other exercise of remedies by such Person shall be subject to the provisions of this Agreement and the other Loan Documents in all respects; and (b) assign all or any portion of such rights and its funded Loans as collateral security to secure obligations an affiliate of such PersonLender, Affiliates to one or more other Lenders or to an affiliate of such Person or funds or accounts managed by such Person or an Affiliate other Lender. (f) Except as otherwise provided herein, no Lender shall, as between Borrowers and that Lender, be relieved of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender Indebtedness hereunder as a party hereto with result of any rights sale, assignment, transfer or remedies hereunder negotiation of, or under granting of a participation in, all or any part of the Loans, the Notes or other Loan DocumentsIndebtedness owed to such Lender.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative each Agent Party and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may assign to one or more other Persons lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, with respect to all or a portion of its CommitmentsTerm Loan Commitment and any Term Loan subject to, during that period beginning on the Restatement Effective Date and ending on the 120th day after such date, the Loans made consent of the Administrative Agent, and so long as no Default or Event of Default exists, the consent of the Borrower (such consent not to be unreasonably withheld or delayed and not to be required for any assignment by it and its Pro Rata Share a Lender to (i) a Lender, an Affiliate of Letter a Lender or a Related Fund of Credit Obligations)a Lender or (ii) a group of new Lenders, each of whom is an Affiliate or Related Fund of a Lender) ; provided, however, that (iA) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s CommitmentCommitment or Loan) (except such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, an Affiliate of such Lender or a fund or account managed by Related Fund of such Lender or (y) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such Lendernew Lenders is at least $5,000,000 or a multiple of $1,000,000 in excess thereof), and (iiB) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, other Lenders and the Borrower an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lenderassignment. Upon such execution, delivery execution and acceptancedelivery, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three 3 Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent other Lenders and the parties to such assignment)Borrower, (AY) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (BZ) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Credit Party or any of its Subsidiaries or the performance or observance by any Loan Credit Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative any Agent Party or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent and each Collateral Agent to take such action as agent agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and each Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Commitments and the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsit); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the BorrowersBorrower, the Administrative Agent Parties 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 Loan Documents; and (iii) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder hereunder, except (A) to the extent such participant is an Affiliate of such Lender, or (B) (1) action directly effecting an extension of the maturity dates or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participationLoans, (B2) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C3) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Credit Party (except as set forth in Section 9.08 8.13 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 2.07 and Section 4.05 2.10 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (je) In furtherance and not Nothing in limitation of Section 2.07, this Agreement shall prevent or prohibit (i) any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, and (ii) any Lender which is a fund may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this AgreementLoans and Notes to its trustee or to a collateral agent providing credit or credit support to such Lender in support of its obligations to such trustee, the other Loan Documents and the Loans made by it as such collateral security to secure obligations agent or a holder of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or granteeobligations, as the case may be, may in turn at any time and from time . No pledge pursuant to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither this clause (e) shall release the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such transferor Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties The Borrower may not assign or transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender all of the Lenders and any such assignment without the Lenders’ prior written consent shall be null and voidAdministrative Agent. (b) Each Any Lender may, with upon the prior written consent of the Administrative Agent, the Borrower (so long as no Default or Event of Default shall be in existence, in which case the consent of the Borrower shall not be unreasonably withheld, and with the written consent of Administrative Borrower, required) (which consent shall will not be unreasonably withheld or delayed delayed), and which shall not be required if an Event the Issuer, in its capacity as issuer of Default has occurred Letters of Credit (in its sole and is continuingabsolute discretion), assign to one or more other Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit E (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); an "Assignment") provided, however, that (i) unless otherwise permitted by the Administrative Agent, any such assignment is shall be in an the amount which is of at least $5,000,000 or a multiple of $1,000,000 in excess thereof 10,000,000 (or or, if less, the remainder then entire remaining amount of such Lender’s Commitment's Loans and Commitments) (except or such minimum lesser amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender)which the Borrower has consented, (ii) the parties to each such assignment assignee or assignor shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver pay to the Administrative Agent a processing and recordation fee of $3,500 3,500.00 for each assignment, (except the payment of iii) there shall be no assignment to an Eligible Assignee if such fee shall not be required in connection with assignment would violate any applicable law, rule or regulation, and (iv) an assignment by a Lender under this Section 12.06(b) to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written 's Affiliate which is an Eligible Assignee shall not require consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any the Borrower. Any such assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, will become effective upon the execution and delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by of the Assignment and the consent of the Administrative Agent. Promptly after receipt of an executed Assignment, the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition send to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received Borrower a copy of this Agreement and such executed Assignment. Upon receipt of such executed Assignment, the other Loan DocumentsBorrower, together with such other documents and information it has deemed appropriate to make will, at its own credit analysis expense, execute and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated deliver new Notes to the Administrative Agent by the terms hereof and thereofassignor and/or assignee, together with such powers as are reasonably incidental hereto and thereto; and (vi) such assignee agrees that it will perform appropriate, in accordance with their terms all respective interests as they appear. Upon the effectiveness of the obligations which by the terms of any assignment pursuant to this Agreement and the other Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowersSection 12.06(b), the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as assignee will become a Lender hereunder "Lender," if not already a "Lender," for all purposes of this Agreement. The Register assignor shall be available for inspection by relieved of its obligations hereunder to the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration extent of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment if the assigning Lender no longer holds any rights or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting such assigning Lender shall cease to be a release of all or a substantial portion of the Collateral or any Loan Party ("Lender" hereunder except as set forth in Section 9.08 of this Agreement or any other Loan Documentthat its rights under Sections 4.06, 5.01, 5.05 and 12.03 shall not be affected). The Loan Parties agree that Administrative Agent will prepare on the last Business Day of each participant shall be entitled month during which an assignment has become effective pursuant to this Section 12.06(b), a new Annex 1 giving effect to all such assignments effected during such month, and will promptly provide the same to the benefits of Section 4.04 Borrower and Section 4.05 of this Agreement with respect to its participation in any portion each of the Commitments and the Loans as if it was a LenderLenders. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may assign to one or more other Persons Eligible Transferees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its CommitmentsCanadian Loans, the Loans made by it its Note, and its Pro Rata Percentage Share of Letter of the Canadian Maximum Credit ObligationsAmount); provided, however, that that (i) unless otherwise permitted by the Administrative Agenteach such assignment shall be to an Eligible Transferee; (ii) together with each such assignment of its rights and obligations under this Agreement, such assignment is in an amount which is at least $5,000,000 or a multiple Lender shall assign the same Percentage Share of $1,000,000 in excess thereof (or its rights and obligations under the remainder of such Lender’s Commitment) (except such minimum amount shall not apply US Agreement to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender the same Eligible Transferee or an Affiliate of such Eligible Transferee; (iii) except in the case of such an assignment to another Lender or an assignment of all of a Lender)'s rights and obligations under this Agreement, any partial assignment of such Lender's rights and obligations under this Agreement and under the US Agreement shall be in a collective amount at least equal to US $20,000,000 or an integral multiple of US $5,000,000 in excess thereof; (iiiv) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under the Canadian Loan Documents; and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, Canadian Agent for its acceptanceacceptance an Assignment and Acceptance in the form of Exhibit F hereto, an together with any Canadian Note subject to such assignment and a processing fee of US$3,500. Upon execution, delivery, and acceptance of such Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the rights and obligations hereunder held by it immediately prior to extent of such effective dateassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andAgreement. Upon the consummation of any assignment pursuant to this section, the assignor, Canadian Agent and Canadian Borrowers shall make appropriate arrangements so that, if required, new Canadian Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the Laws of Canada or a province thereof, it shall deliver to Canadian Borrowers and Canadian Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 3.9 of the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this US Agreement, such Lender shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm Canadian Agent shall maintain at its address referred to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, Section 10.3 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and their Percentage Share of the Commitments Canadian Maximum Credit Amount of, and principal amount of the Canadian Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to to, each Lender from time to timetime (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Canadian Borrowers, the Administrative Canadian Agent and the Lenders shall may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and Canadian Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ec) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assigneethe parties thereto, together with any promissory notes Canadian Note subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and payment of the processing fee, Canadian Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit F hereto, (i) accept such Assignment and Acceptance and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the parties thereto. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (id) Each Lender may sell participations to one or more banks or other entities Persons that are Eligible Transferees in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Commitments, the Loans made by it Canadian Maximum Credit Amount and its Pro Rata Share of the Letter of Credit ObligationsCanadian Loans); provided, however, that (i) such Lender’s 's obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender 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 III and the Borrowersright of offset contained in Section 6.13, the Administrative Agent and the other Lenders (iv) Canadian Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement Agreement, and the other Loan Documents; and (iii) a participant shall not be entitled to require such Lender shall retain the sole right to take enforce the obligations of Canadian Borrowers relating to its Canadian Loans and its Canadian Note and to approve any amendment, modification, or omit to take waiver of any action hereunder except provision of this Agreement (A) action directly effecting an extension of other than amendments, modifications, or waivers decreasing the maturity dates or decrease in the principal amount of principal of or the rate at which interest is payable on such Canadian Loans or Letter Canadian Note, extending any scheduled principal payment date or date fixed for the payment of Credit Obligations to the extent interest on such Canadian Loans or Letter of Canadian Note, or extending its Canadian Maximum Credit Obligations are the subject of the participation, Amount). (Be) action directly effecting an extension of the due dates or a decrease Notwithstanding any other provision set forth in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender residing in the United States may at any time assign and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents Canadian Advances and the Loans made by it its Canadian Note to any Federal Reserve Bank as collateral security pursuant to secure Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (f) Any Lender may furnish any information concerning Canadian Borrowers or any of such Lender, Affiliates its Subsidiaries in the possession of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan DocumentsSection 10.7 hereof.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Any Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Loans made by it and its Pro Rata Share of Letter of Credit Obligations); provided, however, that at the time owing to it) to (i) unless otherwise permitted by an Eligible Assignee or (ii) with the prior written consent of the Administrative AgentAgent and, to the extent no Specified Event of Default has occurred and is outstanding, with the prior written consent of the BVI Borrower, to any other Person (provided, that if consent of the BVI Borrower is required hereunder, the BVI Borrower shall be deemed to have consented to any such Person (other than a Disqualified Institution) unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written request for consent in respect thereof) subject to the following conditions: (i) any such partial assignment is (other than to another Lender, an Affiliate of a Lender or an Approved Fund) shall be in an amount which is at least equal to $5,000,000 1,000,000 or a an integral multiple of $1,000,000 in excess thereof (or the remainder or, if less, all of such Lender’s Commitmentremaining Loan or Commitment hereunder); provided that concurrent assignments to an assignee and one or more other assignees that are: (1) Affiliates of such assignee or (except 2) related Approved Funds will be treated as a single assignment for purposes of determining whether such minimum amount has been satisfied; (ii) any partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitments assigned; (iii) upon each such assignment, the assignor and assignee shall deliver an Assignment and Assumption to the Administrative Agent; (iv) unless it is a Lender prior to such assignment, the assignee shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms, including any forms required under Section 3.04(f); (v) the assignee shall deliver to the Administrative Agent such documentation and evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender in order for the Administrative Agent or such Lender to carry out all necessary “know your customer” or other checks in relation to the identity of the assignee that it is required to carry out in relation to the transactions contemplated in the Loan Documents; (vi) the Administrative Agent and/or any such Lender shall be satisfied with the results of all “know your client” or other checks (it being understood that nothing in the Agreement shall oblige the Administrative Agent to carry out any “know your customer” or other checks in relation to the identity of any Person on behalf of any Lender and each Lender shall be solely responsible for any such checks it is required to carry out and may not apply rely on any statement in relation to such checks made by the Administrative Agent or by any Person to the Administrative Agent); (vii) no such assignment shall be made to: (1) the BVI Borrower or any of the BVI Borrower’s Subsidiaries or Affiliates, (2) any Defaulting Lender or any of its Subsidiaries or any Person that, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (2) or (3) a Disqualified Institution without the BVI Borrower’s prior consent in writing (which consent may be withheld in its sole discretion) other than after the occurrence and during the continuation of a Specified Event of Default, and the Administrative Agent shall be permitted to provide the list of Disqualified Institutions to any Lender upon request at any time; provided that the Administrative Agent shall not, in any event, be responsible for, nor have any liability in connection with: (A) any assignment or participation to a Disqualified Institution to which the BVI Borrower has consented; (B) except to the extent determined by a court of competent jurisdiction in a final and non-appealable decision to have been caused by or be the result of the gross negligence, bad faith or willful misconduct of the Administrative Agent or its Related Parties, maintaining, updating, monitoring or enforcing the list of Disqualified Institutions other than: (1) updating the list with the names of Disqualified Institutions provided in writing to the Administrative Agent in accordance with the definition of Disqualified Institutions; (2) providing the list of Disqualified Institutions (with such updates) upon request in accordance with Section 12.07(a)(vii); (3) confirming that each Assignment and Assumption includes a representation from the assignor thereof that it is not a Disqualified Institution; and (4) verifying that any assignees is not a Disqualified Institution solely by comparing such assignees name against the names on the Disqualified Institution list; (viii) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations or other compensating actions, including funding, with the consent of the BVI Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to: (1) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon) and (2) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentages; and notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (b) Upon the effective date of the assignment to be effected by an Assignment and Assumption and register thereof pursuant to Section 12.07(c) below, the assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a Lender hereunder holding the Commitment or Loans (or portion thereof) assigned to it and specified in such Assignment and Assumption (in addition to the Commitment or Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment of its Commitment, be released from the Commitment (or portion thereof) so assigned; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. If requested by an assignee Lender, the applicable Borrower shall execute and deliver to the Lender (through the Administrative Agent) a new Note evidencing such assignee Lender’s assigned Loans and Commitments within five (5) Business Days of BVI Borrower’s receipt of a written request therefor and, if the assignor Lender has retained Loans and Commitments hereunder (and if requested by such Lender), a replacement Note in the principal amount of the Loans and Commitments retained by the assignor Lender hereunder (such Note to be in exchange for, but not in payment of, the predecessor Note previously held by such assignor Lender), subject, in each case, to the surrender of the applicable predecessor Note in accordance with the following sentence; each new Note shall be dated as of the date of issuance thereof. The assignor Lender shall have marked each predecessor Note “exchanged” and delivered each of them to BVI Borrower or its designee. Accrued interest and fees, shall be paid as provided in the Assignment and Assumption. Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an assignee together with (except in the case of an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, an Assignment and Acceptance, together with any promissory note subject to such assignment and, unless otherwise previously agreed to payment by the Administrative Agent, such parties shall deliver assignee Lender to the Administrative Agent a processing and recordation of an assignment fee of $3,500 (except which fee may be waived or reduced in the payment of such fee shall not be required in connection with an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and (iii) the written consent sole discretion of the Administrative Agent), the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of shall: (x) promptly accept such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery Assignment and acceptance, from Assumption and after (y) on the effective date specified determined pursuant thereto, record the information contained therein in each Assignment the Register and Acceptancegive notice of such acceptance and recordation to the assigning Lender, which effective date its assignee and the BVI Borrower. Notwithstanding the foregoing, no such assignment shall be at least three Business Days allowed if the assignor thereof (if it is assigning less than all of its Loans or Commitments) would, after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to less than $1,000,000 in Loans (such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 amount to be reduced on a party hereto)pro rata basis upon the receipt of any payment of principal on the Loans) or Commitments. (c) By executing and delivering an Assignment and Acceptance, the The assigning Lender shall notify the Administrative Agent of the purchase price of the assigned interest, 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with provide such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon requested by the assigning Lender, Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue in order to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes enable the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lenderany cost-basis reporting obligations. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause shall maintain at its address referred to be maintained at the Payment Office, in Section 12.02 a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the principal amounts (and stated interest) of the Commitments of, and principal amount of the or Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to to, each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders parties hereto shall treat each Person whose name is recorded in the Register as the owner of a Lender Loan or other obligations hereunder as the owner thereof for all purposes of this AgreementAgreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Administrative Borrower and any Lender parties hereto at any reasonable time (in each case during the normal business hours of the Administrative Agent) and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Any Lender and an assigneemay at any time, together with any promissory notes subject to such assignmentwithout the consent of, or notice to, the Administrative Agent shall, if Borrowers or the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered noteAgent, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations or enter into any other agreement to transfer the risk to one or more banks financial institutions or other entities (other than a natural person or the BVI Borrower or any of its Affiliates or any Disqualified Institutions) (each, a “Participant”) in all or to a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, Commitment and/or the Loans made by it and its Pro Rata Share of the Letter of Credit Obligationsowing to it); provided, that provided that: (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; , (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and Agreement. For the other Loan Documents; and (iiiavoidance of doubt, each Lender shall be responsible for the indemnity under Section 3.04(d) a participant shall not be entitled with respect to require any payments made by such Lender to take its Participants(s). Any agreement or omit instrument pursuant to take which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any action hereunder except (A) action directly effecting an extension amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the maturity dates Participant, agree to any amendment, modification or decrease waiver described in the first proviso to Section 12.04 that affects such Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amount amounts (and stated interest) of each Participant’s interest in the Loans or Letter of Credit Obligations to other obligations under the extent such Loans or Letter of Credit Obligations are Loan Documents (the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease “Participant Register”). The entries in the rate Participant Register shall be conclusive absent demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of interest payable on the Loans subject to the such participation or the fees payable under this Agreement, or (C) actions directly effecting a release of for all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) In addition to the assignments, participations and risk transfers permitted under this Section 12.07, any Lender may, without notice or consent of the Administrative Agent or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits Person and without payment of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. fee: (ji) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant assign a security interest in all or any portion of its rights under this Agreement, Agreement and the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and including any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security assignment to secure obligations to a federal reserve bank or (ii) enter into an agreement with one or more financial entities that transfers or xxxxxx the risk of such Person, Affiliates of such Person non-payment under the Loan Documents or funds or accounts managed by such Person or an Affiliate of such Person)both; provided that neither the initial nor any subsequent such pledge or grant of a security interest no Lender shall in any event (i) release such Lender be released from any of its obligations hereunder, and (ii) substitute any such pledgee under this Agreement or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan DocumentsDocuments by having entered into any such transactions. (g) Any assignment in contravention of the provisions of this Section 12.07 or Section 12.26 shall be null and void ab initio.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding Each Lender may upon and inure at least 30 days' notice to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Deal Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, assign to one or more banks or other Persons entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of Letter of Credit Obligations)Agreement; provided, however, that (i) unless otherwise permitted by the Administrative Agent, each such assignment is shall be of a constant, and not a varying percentage of all of the assigning Lender's rights and obligations under this Agreement; (ii) the amount of the Commitment of the assigning Xxxxxx being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $15,000,000 or an amount which is at least $5,000,000 or a integral multiple of $1,000,000 in excess thereof of that amount and (or B) the remainder full amount of such Lender’s the assigning Xxxxxx's Commitment) ; (except such minimum amount shall not apply to an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender), (iiiii) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptanceacceptance and recording in the Register, an Assignment and Acceptance, together with any promissory note subject ; (iv) the parties to each such assignment and, unless otherwise previously shall have agreed to reimburse the Deal Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent and any other Lenders incurred by the Administrative Deal Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 (except the payment of such fee shall not be required any other Lenders, respectively, in connection with an assignment by such assignment; (iv) each Lender agrees that it will not engage in a Lender to an Affiliate of such Lender general solicitation or a fund or account managed by such Lender or an Affiliate of such Lender) general advertising; and (iiiv) there shall be no increased costs, expenses or taxes incurred by the written consent of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to Deal Agent, any other LenderLenders upon such assignment or participation. Upon such execution, delivery and acceptanceacceptance by the Deal Agent and any other Lenders and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery date of acceptance thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Deal Agent and the parties to such assignment)any other Lenders, unless a later date is specified therein, (A) the assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance Acceptance, have the rights and obligations of a Lender hereunder and (B) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, 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 Xxxxxx's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Acceptance, the assigning 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan DocumentsAgreement, together with copies of such financial statements and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iviii) such assignee will, independently and without reliance upon the Deal Agent, the Collateral Agent, such assigning Lender, Administrative Agent 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 and the other Loan DocumentsAgreement; (viv) such assignee appoints and authorizes each of the Administrative Deal Agent, the Collateral Agent and any other Lender to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent such agent by the terms hereof and thereofhereof, together with such powers as are reasonably incidental hereto and thereto; and (viv) 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 Loan Documents are required to be performed by it as a Lender. (dc) The Administrative Agent shallDeal Agent, acting solely for this purpose as a non-fiduciary an agent of the BorrowersBorrower, maintain, or cause shall maintain at its address referred to be maintained at the Payment Office, herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments Commitment of, and principal the amount of the Loans Capital (and stated interest thereonInterest and Yield) owing to, each Lender (the “Registered LoansRegister”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent Borrower and the Lenders shall may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Lender and their respective successors and assigns; provided, however, that none of the Loan Parties No Obligor may assign or transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Lender all of the Lenders and any such assignment without the Lenders’ prior written consent shall be null and voidAdministrative Agent. (bi) Each Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, may assign to one or more other Persons assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Loans made by it and its Pro Rata Share at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of Letter (A) the Company, provided that no consent of Credit Obligations); provided, however, that (i) unless otherwise permitted by the Administrative Agent, such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount Company shall not apply to be required for an assignment by to a Lender to Lender, an Affiliate of such Lender or a fund or account managed by such Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (B) the Administrative Agent and each Issuing Bank. (ii) Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company, the Administrative Agent and each Issuing Bank otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender)’s rights and obligations under this Agreement, provided that this clause shall not apply to rights in respect of outstanding Competitive Loans; (iiC) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and AcceptanceAssumption, together with any promissory note subject to such assignment and, unless otherwise previously agreed to by the Administrative Agent, such parties shall deliver to the Administrative Agent a processing and recordation fee of $3,500 3,500; and (except D) the payment of such fee assignee, if it shall not be required in connection with a Lender, shall deliver to the Administrative Agent an assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender) and Administrative Questionnaire. (iii) the written consent Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of the Administrative Agent or Administrative Borrower shall not be required in connection with any assignment by a Lender to an Affiliate of such Lender or a fund or account managed by such Lender or an Affiliate of such Lender or to any other Lender. Upon such execution, delivery and acceptancethis Section 12.05, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) Assumption the assignee thereunder shall become be a “Lender” hereunder party hereto and, in addition to the rights extent of the interest assigned by such Assignment and obligations hereunder held by it immediately prior to such effective dateAssumption, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment of a Lender under this Agreement, and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of 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 Acceptance, the assigning Lender 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender, Administrative Agent or any 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 and the other Loan Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and 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 Loan Documents are required to be performed by it as a Lender. (d) The Administrative Agent shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) and Letter of Credit Obligations owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the Administrative Agent shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall maintain, acting solely for this purpose as a non-fiduciary agent of the Borrowers, a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount thereof (and stated interest thereon) (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders but 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 Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 Sections 5.01, 5.05, 5.06 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender12. (j) In furtherance and not in limitation of Section 2.07, any Lender may at any time and from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documents.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and Administrative Agent and each Any Lender and their respective successors and assigns; provided, however, that none of the Loan Parties may assign or transfer at any of its rights hereunder without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Each Lender may, with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, and with the written consent of Administrative Borrower, which consent shall not be unreasonably withheld or delayed and which shall not be required if an Event of Default has occurred and is continuing, time assign to one or more other Persons Eligible Transferees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitments, Commitment and the Loans made by Obligations at the time owing to it and its Pro Rata Share participation interests in Letters of Letter of Credit ObligationsCredit, Swing Loans and Overadvances); , provided, howeverthat, that any such assignment shall be subject to the following conditions: (i) unless otherwise permitted by The aggregate amount of the Administrative AgentCommitment or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Obligations of the assigning Lender subject to such assignment is in an amount which is at least shall be not less than $5,000,000 or a multiple of $1,000,000 in excess thereof (or 5,000,000, unless the remainder of such Lender’s Commitment) (Agent otherwise consents, except that such minimum amount shall not apply to (A) an assignment or delegation by a any Lender to any other Lender, an Affiliate of such Lender or a fund or account managed by such any Lender or an Related Fund or (B) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000 or (C) in the case of an assignment of the entire remaining amount of the assigning Lender), ’s Commitment and/or Obligations at the time owing to it; (ii) Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (iii) No consent shall be required for any assignment except: (A) The consent of the Administrative Borrower shall be required, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that no consent of Administrative Borrower shall be required for an assignment to another Lender, an Affiliate of a Lender, a Related Fund or, if Default or an Event of Default has occurred and is continuing; and (B) The consent of the Agent shall be required. (iv) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance, Agent an Assignment and Acceptance, together with a processing fee of $3,500, provided, that Agent may, in its discretion, elect to reduce or waive such processing fee in the case of any promissory note subject to such assignment andassignment, unless otherwise previously agreed to by and the Administrative Agentassignee, such parties if its not a Lender, shall deliver to the Administrative Agent an administrative questionnaire in a processing and recordation fee of $3,500 form reasonably satisfactory to Agent. (except the payment of v) No such fee assignment shall not be required in connection with an assignment by made to (A) a Lender to an Affiliate of such Lender or a fund or account managed by such Lender Loan Party or an Affiliate of such Lendera Loan Party, (B) any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or one of its Subsidiaries, and (iiiC) the written consent of the Administrative a natural Person. (vi) Borrowers and Agent or Administrative Borrower shall not be required may continue to deal solely and directly with a Lender in connection with any assignment by a Lender the interest so assigned to an Affiliate Assignee until (A) written notice of such Lender or a fund or account managed assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender or an Affiliate of and the Assignee, (B) such Lender or and its Assignee have delivered to any Administrative Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with this Section 13.1(b) and the satisfaction of the other Lender. Upon such execution, delivery and acceptance, from conditions herein. (b) From and after the effective date specified that Agent has recorded the assignment in each the Register and Agent notifies the assigning Lender (with a copy to Borrowers) that it has received an executed Assignment and AcceptanceAcceptance and, which effective date if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be at least three Business Days after the delivery thereof a party hereto and, to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (Bii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from its any future obligations under this Agreement (and, 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 AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee 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 Acceptance, the 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 Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; , (ii) the such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries Borrower or the performance or observance by any Loan Party Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; , (iii) such assignee Assignee confirms that it has received a copy of this the CAM Letter Agreement and the other Loan Documentsthis Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such assignee Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender, Administrative Agent or any 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 and the other Loan Documents; Agreement, (v) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and , (vi) such assignee 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 Loan Documents are required to be performed by it as a Lender, and (vii) such Assignee shall, without further action, become a party to the CAM Letter Agreement, as a Lender and shall be bound by the terms thereof. (d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Administrative Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, 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 its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Loan Parties, the Collections of Loan Parties, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) Agent shall, acting solely for this purpose (as a non-fiduciary agent on behalf of the Borrowers, ) shall maintain, or cause to be maintained at the Payment Officemaintained, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for on which it enters the recordation name and address of each Lender as the registered owner of the names and addresses of the Lenders Advances (and the Commitments of, and principal amount of the Loans (thereof and stated interest thereon) held by such Lender (the each, a “Registered LoansLoan”) and Letter of Credit Obligations owing to each Lender from time to time). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes subject to such assignment, the Administrative Agent shall, if the Administrative Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. (f) A Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide). Any ) and any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, any evidencing the same), the Administrative Agent Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (gi) In the event that any a Lender sells participations in a the Registered Loan, such Lender shall maintainLender, acting solely for this purpose as a non-fiduciary agent on behalf of the Borrowers, shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount thereof (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and the registered noteRegistered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower at any reasonable time and from time to time upon reasonable prior notice. (h) Any Person that is organized in a jurisdiction outside the United States which is assigned any portion of any Registered Loan shall comply with Section 4.05(c) to the extent applicable. (i) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments, the Loans made by it and its Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iii) 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 or decrease in the principal amount of the Loans or Letter of Credit Obligations to the extent such Loans or Letter of Credit Obligations are the subject of the participation, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans subject to the participation or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Loan Party (except as set forth in Section 9.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be entitled to the benefits of Section 4.04 and Section 4.05 of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it was a Lender. (j) In furtherance Agent shall make a copy of the Register (and not each Lender shall make a copy of its Participant Register in limitation of Section 2.07, any Lender may at any time and the extent it has one) available for review by Borrowers from time to time pledge or grant a security interest in all or any portion of its rights under this Agreement, the other Loan Documents and the Loans made by it as collateral security to secure obligations of such Lender, Affiliates of such Lender or funds or accounts managed by such Lender or an Affiliate of such Lender (and any initial or subsequent such pledgee or grantee, as the case Borrowers may be, may in turn at any time and from time to time pledge or grant a security interest in all or any portion of such rights and Loans as collateral security to secure obligations of such Person, Affiliates of such Person or funds or accounts managed by such Person or an Affiliate of such Person); provided that neither the initial nor any subsequent such pledge or grant of a security interest shall in any event (i) release such Lender from any of its obligations hereunder, and (ii) substitute any such pledgee or grantee for such Lender as a party hereto with any rights or remedies hereunder or under any of the other Loan Documentsreasonably request.