Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 U.S.$3,000,000 or an integral multiple of $1,000,000 U.S.$1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 U.S.$3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption AgreementAcceptance, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may sellmay, transferin accordance with Applicable Law and this Section 12.8, negotiate assign its Loan or assign any portion thereof to one any other Person (other than any Aracruz Party or more Eligible Assignees all or a portion any Affiliate thereof) by execution of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit)an Assignment Agreement; provided, however, provided that: (i) if any such partial assignment (other than to another Lender) shall be in an amount at least equal to U.S.$1,000,000 or an integral multiple of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentU.S.$500,000 in excess thereof (or, such assignment shall cover the same percentage if less, all of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitmentremaining Loan); (ii) the aggregate amount being assigned pursuant to each such assignment shall be to an Eligible Assignee; (determined as of the date of the Assignment and Acceptance with respect to iii) upon each such assignment, the assignor and assignee shall deliver an Assignment Agreement to the Administrative Agent; (iv) the assignee, if it shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereofa Lender, except (I) with the consent of the Borrower and shall deliver to the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such LenderAdministrative Questionnaire; and (iiiv) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to the prior consent does not and will not constitute or otherwise result in a non-exempt prohibited transaction under Section 406 of the Administrative AgentU.S. Employee Retirement Income Security Act of 1974, each Issuer and the Borrower (which consents shall not be unreasonably withheld as amended, or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent 4975 of the Borrower shall not be required for any assignment occurring when any Event U.S. Internal Revenue Code of Default shall have occurred and be continuing1986, as amended. (b) The parties Upon the effective date of the assignment to each assignment shall execute be effected by an Assignment Agreement and deliver to the Administrative Agent, for its acceptance and recording registration thereof in the Register (as defined in clause (c) belowpursuant to Section 12.8(d), the assignee shall have, to the extent of such assignment, the obligations, rights and benefits of a Lender hereunder holding the Commitment (or portion thereof) assigned to it and specified in such Assignment Agreement (in addition to the Commitment, 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 Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the an assignee of an assignment fee in the amount of $3,500 together with (other than except in the case of an assignment by a Lender to an Affiliate of such Lender) payment by the assigning or assignee Lender or by any to the Administrative Agent or their respective Affiliatesof an assignment fee of U.S.$3,000, the Administrative Agent shall: (A) from promptly accept such Assignment Agreement and after (B) on the effective date specified determined pursuant thereto record such assignment in the Register and give notice of such Assignment acceptance and Acceptance, (i) the assignee thereunder shall become a party hereto and, recordation to the extent assigning Lender, its assignee and the Obligors. Notwithstanding anything to the contrary contained herein, the Obligors shall not be obligated to pay to any Lender any amount under Section 4.1, Section 4.3, Section 4.4 and Section 4.5 that rights and obligations under is greater than the Loan Documents amount that the Obligors would have been obligated to pay such Lender’s assignor if such assigning Lender had not assigned to such assignee pursuant Lender any of its rights under this Agreement, unless at the time such assignment is made: (1) the circumstances giving rise to such Assignment and Acceptancegreater payments did not exist or (2) the Borrower consents in writing to such greater obligation. Notwithstanding the foregoing, no such assignment shall be allowed if the assignor thereof (if it is assigning less than all of its Loans) would, after such assignment, have less than U.S.$1,000,000 in Loans (such amount to be reduced on a pro rata basis upon the rights and obligations receipt of a Lender, and if such Lender were an Issuer, any payment of such Issuer hereunder and thereunder, and (iiprincipal on the Loans) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment or Commitments. Any assignment in full contravention of the Obligations) provisions of this paragraph shall be null and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto)void ab initio. (c) Upon the request of the assigning Lender and presentment of its existing Note, the Borrower shall execute and deliver, in any event within seven (7) Business Days after its receipt of such notice, at the Borrower’s expense, one (1) or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the principal amount of the surrendered Notes. Each such new Note shall be dated the effective date of the Assignment Agreement and in such principal amount and be payable to such Person as such holder may request and shall be substantially in the form of Exhibit A. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the relevant surrendered Note(s) or dated the date of the relevant surrendered Note(s) if no interest shall have been paid thereon. Notes shall not be issued or transferred in denominations of less than U.S.$1,000,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one (1) Note may be issued in a denomination of less than U.S.$1,000,000. (d) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lenders, and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving LoansLoans owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer pursuant to the terms hereof from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent in the absence of manifest error, error and the Loan PartiesBorrower, the Administrative Agent, Agents and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register pursuant to the terms hereof as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. All payments under the Loan Documents or the Notes in respect of principal or interest shall be made to the appropriate Person named in the Register. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents any Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) A Lender may assign its Loans and its rights and obligations thereunder only by complying with the terms of this Agreement. No Revolving Loansuch assignment shall be effected until, Swing Loanand such assignee shall succeed to the rights of a holder only upon, Letter final acceptance and registration of Credit Obligationthe assignment by the Administrative Agent in the Register. Prior to the registration of any assignment of Loans by a holder as provided herein, Reimbursement Obligationeach Agent may treat the Person in whose name the Lenders are registered as the owner thereof for all purposes and as the Person entitled to exercise the rights represented thereby, nor any Assignment notice to the contrary notwithstanding. If requested by the Borrower or the Administrative Agent, the assignee shall provide the Borrower with a fully executed U.S. Internal Revenue Service Form W-9 or applicable Form W-8 or such other forms or certificates evidencing such transferees exemption from “backup withholding taxes” imposed pursuant to Section 3406 of the Internal Revenue Code of 1986, as amended, as may be reasonably requested by the Borrower. (f) If any Lender assigns all or a part of its Loans and Acceptance its rights and obligations hereunder to any other Person pursuant to the provisions hereof, the assigning Lender shall be relieved of its obligations hereunder with respect to the assigned Loans and Notes, and the assignee shall be a party hereto and, to the extent that Loans and Notes and such other rights and obligations hereunder have been assigned, shall acquire such Loans and Notes and other rights and obligations of a Lender hereunder and under the other Loan Documents, and this Agreement shall be deemed to be amended to the extent necessary to reflect the transfer and assignment of such rights and obligations and the addition of such assignee, and any reference to the assigning Lender in this Agreement, the other Loan Documents or Assumption Agreementthe Notes of such Lender shall thereafter refer to such Lender and to such assignee to the extent of their respective interests. (g) Upon receipt by the Borrower of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Notes, and (i) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to each of the Borrower and the Administrative Agent; or (ii) in the case of mutilation, upon surrender and cancellation thereof, the Borrower, at its own expense, shall execute and deliver, in lieu thereof, new Notes, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Notes or dated the date of such lost, stolen, destroyed or mutilated Notes if no interest shall have been paid thereon. (h) A Lender may, in accordance with Applicable Law, without the consent of any Lender Party, sell or agree to sell to one (1) or more other Persons (other than any Aracruz Party or any Affiliate thereof) (each a “Participant”) a participation in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment, the Loans owing to it and the Note held by it); provided that such Participant shall not have any rights or obligations under this Agreement (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). All amounts payable to any Lender under Article IV in respect of the Loans held by it, its Commitment or its Note, shall be effective unless determined as if such Lender had not sold or agreed to sell any participation in such Loan, Commitment or Note and as if such Lender were funding such Loans or Commitment in the same way that it is entered funding the portion of such Loans or Commitment in which no participations have been sold (or if all of its Loans or Commitment has been so participated, in the Register same way that it was funding such Loans 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 refrain from taking any action hereunder except that such Lender may agree with the Participant that it shall not, without the consent of the Participant, agree to anything requiring the vote of 100% of the applicable Lenders hereunder. (i) In addition to the assignments and participations permitted under the foregoing provisions of this Section, any Lender may (without notice or consent of the Administrative Agent or any other Person and without payment of any fee) assign and pledge all or any portion of its Loans and Notes to any U.S. Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the U.S. Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (j) Any Lender may, in due courseconnection 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 disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Obligors received by it from such Lender on the terms set forth in Section 12.21.

Assignments and Participations. (a) Each No Lender may sellassign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section 8.07, transfer(ii) by way of participation in accordance with the provisions of paragraph (d) of this Section 8.07 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section 8.07 (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, negotiate expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section 8.07 and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of CreditAdvances at the time owing to it); provided, however, that: provided that (i) if any such except in the case of an assignment shall be of the entire remaining amount of the assigning Lender’s Revolving Credit Outstandings Commitment and Revolving Credit Commitmentthe Advances at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advance of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed and such approval to be deemed to have been given if a response is not received within fifteen Business Days from the Administrative Agent date on which request for approval was received by the applicable Person); (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 Advance or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lenderthe Commitment assigned; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such any assignment shall must be subject to approved with the prior written consent of (A) the Administrative Agent, each Issuer Agent and (B) the Borrower (which consents shall each such approval not to be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the provided that no consent of the Borrower shall not be required for any an assignment occurring when any to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default shall have has occurred and be is continuing. ; (biv) The the parties to each assignment shall (1) electronically execute and deliver to the Administrative Agent, for its acceptance Agent an Assignment and recording in Acceptance via an electronic settlement system acceptable to the Register Agent or (as defined in clause (c2) below), manually execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in connection with simultaneous assignments to or by two or more Approved Funds; and (v) the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an Administrative Questionnaire and if required, applicable tax forms. Upon such execution, delivery, Subject to acceptance and recording in the Register and the receipt thereof by the Administrative Agent from the assignee pursuant to paragraph (c) of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) this Section 8.07, from and after the effective date specified in such each Assignment and Acceptance, (i) the assignee Eligible Assignee thereunder shall become be a party hereto to this Agreement and, to the extent that rights and obligations under of the Loan Documents have been interest assigned to such assignee pursuant to by such Assignment and Acceptance, have the rights and obligations of a LenderLender under this Agreement, and if such the assigning Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been of the interest assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or of the remaining portion of an assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto)) but shall continue to be entitled to the benefits of Section 2.09, 2.12 and 8.04 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 paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 8.07. (c) The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its address referred to offices in Section 11.8 New York a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lenders, and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount amounts of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer pursuant to the terms hereof from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register pursuant to the terms hereof as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any a duly completed Assignment and Acceptance or executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 8.07 and any written consent to such assignment required by paragraph (b) of this Section 8.07, the Agent shall accept such Assignment and Assumption Agreement, and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it is entered has been recorded in the Register as provided in due coursethis paragraph. (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver with respect to (A) reducing the principal of, or interest on, the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender, (B) postponing any date fixed for any payment of interest on the Advances made by such Lender or any fees or other amounts payable hereunder to such Lender that affects such Participant or (c) extending the Maturity Date. Subject to paragraph (e) of this Section 8.07, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09 and 2.12 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 8.07. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.05 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Sections 2.09 and 2.12 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 2.12 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.12(e) as though it were a Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the Advances owing to it and the Notes, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 8.07, (i) no such pledge shall release the pledging Lender from any of its obligations under this Agreement and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under this Agreement and the Notes even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. (g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provided 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 no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). 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 indebtedness 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 proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 8.07, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Agent and without paying any processing fee therefore, assign all or a portion of its interests in any Advances to the Granting Lender or to any financial institutions (consented to by the Borrower and Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07 may not be amended without the written consent of each SPC that holds any Loans at the time of the proposed amendment. (h) Notwithstanding the foregoing to the contrary, the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each Lender and the Agent.

Assignments and Participations. (a) Each Any Lender may sellmay, transferwith the prior written consent of the Borrower Representative unless an Event of Default has occurred and is continuing, negotiate which consent shall not be unreasonably withheld, conditioned or assign delayed, sell with novation all or any part of its right, title and interest in, and to, and under the Commitment, the Advances Outstanding and this Agreement, on either a pro rata or senior/subordinate basis or otherwise, in the sole discretion of such Lender (an “Assignment”), to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loansadditional Persons, the Swing Loans and the Letters of Credit); provided, however, that: provided that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall Representative will not be required for any Assignment to another Lender, or any Affiliate of any Lender and (ii) other than an assignment occurring when any Event of Default all Commitments and Advances Outstanding of the assigning Xxxxxx, then Commitments and Advances Outstanding may not be assigned in amounts less than $5,000,000 and $1,000,000 increments over such amount. Each new Lender shall have occurred enter into an assignment and be continuing. assumption agreement (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an “Assignment and AcceptanceAssumption”) assigning the assigning Xxxxxx’s (the “Assigning Lender”) rights and obligations, and pursuant to which the Lender accepts such assignment and assumes the assigned obligations. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from From and after the effective date specified in such the Assignment and Acceptance, Assumption (i) the assignee thereunder new Lender shall become be a party hereto and, and to each Loan Document to the extent that rights and obligations under of the Loan Documents have been assigned to such assignee pursuant to such applicable percentage or percentages set forth in the Assignment and AcceptanceAssumption and, have except as specified otherwise herein, shall succeed to the rights and obligations (in whole or in part) of a Lender, and if such the Assigning Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder Assigning Lender shall, to the extent that such rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations hereunder and under the Loan Documents. In no event shall any of the following competitors of the Sponsor be assigned or participate in, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining any portion of the Facility, unless an assigning Lender’s rights Event of Default has occurred and obligations is continuing in respect of a failure of any Borrower to pay principal or interest due under the Loan Documentsfacility which has continued for thirty (30) days: (1) UBS, such Lender shall cease to be a party hereto(2) Apollo (or Athene), (3) Credit Suisse, (4) Amherst, (5) Pretium or (6) Ares. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 or a suspension of Eurodollar Rate Advances pursuant to Section 2.12 and only if no Event of Default has occurred and is continuing) upon at least five Business Days' notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving LoansCredit Commitment, its undrawn Letter of Credit Commitment, the Swing Loans Advances owing to it, its participations in Letters of Credit and the Letters of CreditNote or Notes held by it); provided, however, that: that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations under and in respect of one or more of the Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of (x) the Revolving Credit Commitment of the assigning Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than $1,000,000, except (I) with the consent of unless, in each case, the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and otherwise agree, (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the prior consent Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the Administrative Agent, each Issuer rights and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent obligations of the Borrower assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall not be required for obligated to make any such assignment occurring when any Event of Default shall have occurred and be continuing.as a result of (b) The parties to each assignment shall execute By executing and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), delivering an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register Lender assignor thereunder and the receipt by assignee thereunder confirm to and agree with each other and the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 other parties hereto as follows: (i) other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to accept such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) record the assignor thereunder shall, information contained therein in the Register and (iii) give prompt notice thereof to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto)Borrower. (cd) The Administrative Agent shall maintain at its address referred to in Section 11.8 9.02 a copy of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, Swing Loanwithout limitation, Letter all or a portion of Credit Obligationits Commitment, Reimbursement Obligationthe Advances owing to it and any Note or Notes held by it); provided, nor however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any Assignment and Acceptance or Assumption such Note for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall be effective unless continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (f) Any Lender may, in connection with any 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 by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Borrower Information relating to the Borrower received by it is entered from such Lender. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Register Advances owing to it and any Note or Notes held by it) in due coursefavor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s 's Revolving Credit Outstandings and Revolving Credit CommitmentCommitments under any Revolving Credit Facility, such assignment shall cover the same percentage of such Lender’s 's Revolving Credit Outstandings and Revolving Credit Commitment; Commitment under such Revolving Credit Facility, (ii) 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 no event (if less than the Assignor’s 's entire interest) be be, (x) in the case of any Revolving Credit Facility, less than $5,000,000 2,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of the Term Facility, less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower Company and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , (iii) (A) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender or (B) in the case of any Canadian Dollar Loan, if the Canadian Lending Office of such Eligible Assignee is not located in Canada, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed) and (iv) in the case of any Multi-Currency Commitment, if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower UBS (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower Company shall not be required (x) for any assignment occurring when any Default or Event of Default shall have occurred and be continuingcontinuing and (y) for any assignment by any Agent or any Affiliate of such Agent (in its capacity as a Lender) made within 30 Business Days after the Closing Date of its Commitments held on the Closing Date. Any such assignment need not be ratable as among any of the Facilities. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender's Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and, except for any primary assignment by any Agent or any Affiliate of such Agent (in its capacity as a Lender), the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the 119 payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for shall record in the recording of Register the names and addresses of the Lenders and Issuers and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Reimbursement Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time and the Commitments of each Lender. Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the “Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers. Within five Business Days after its receipt of such notice, the Borrowers, at their own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent new Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitments and Loans retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B-1 (Form of Revolving Credit Facility Register” Note) or Exhibit B-2 (Form of Term Note), as applicable. (e) In addition to the other assignment rights provided in this Section 11.2, each Lender may do each of the following: (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder; provided, however, that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and (ii) assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agent or the “Register”Borrowers, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B) without consent of the Administrative Agent or the Borrowers, (1) any holder of, or trustee for the benefit of, the 120 holders of such Lender's Securities and (2) any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above; provided, however, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (e) or clause (f) below. Each party hereto acknowledges and agrees 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 such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The entries in terms of the Revolving Credit Facility Register designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender's ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by any Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and the Lenders, Issuers and other Secured Parties shall continue to, and shall be conclusive entitled to continue to, deal solely and binding for directly with such Lender in connection with such Lender's obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (e) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Sections 2.15 (Capital Adequacy) and 2.16 (Taxes) and of 2.14(d) (Illegality) as if it were such Lender; provided, however, that anything herein to the contrary notwithstanding, no Borrower shall, at any time, be obligated to make under Section 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.14(d) (Illegality) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount such Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the terms of this Agreement against the Borrowers, the Administrative Agent or the other Lenders. (f) Each Lender may sell participations to one or more Persons in or to all purposesor a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, absent manifest errorRevolving Loans and Letters of Credit). The terms of such participation shall not, and in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.8(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender's obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrowers, the Administrative Agent and the other 121 Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.15 (Capital Adequacy) and 2.16 (Taxes) and of 2.14(d) (Illegality) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrowers shall not, at any time, be obligated to make under Section 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.14(d) (Illegality) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrowers would have been obligated to pay to such Lender in respect of such interest had such participation not been sold and provided, further, that such participant in the rights and obligations of such Lender shall have no direct right to enforce any of the terms of this Agreement against the Borrowers, the Administrative Agent or the other Lenders. (g) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrowers, the Administrative Agent, such Issuer and such Lender, subject to the Lenders and the Issuers shall treat each Person whose name is recorded provisions of Section 2.7(b) (Evidence of Debt) relating to notations of transfer in the Revolving Credit Facility Register as Register. If any Issuer ceases to be a Lender or as an Issuerhereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the effective date of such cessation, such Issuer's obligations to Issue Letters of Credit pursuant to Section 2.4 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date. (h) Notwithstanding anything to the contrary contained in this Agreement, in the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, each Swiss Swing Loan, Letter each Swing Lender and each Borrower hereby agrees that, unless an Event of Credit ObligationDefault shall have occurred and is continuing, Reimbursement Obligationno more than ten lenders, nor any Assignment and Acceptance whether by assignment, participation or Assumption Agreementotherwise, shall be effective unless it is entered in the Register in due courseexist for such Swing Loan.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (other than to any Disqualified Institution) all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignorassignor’s entire interest) be less than (x) in the case of Revolving Credit Outstandings and Revolving Credit Commitments, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of Term Loans, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and a Lender (other than any Disqualified Institution), (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a LenderLender (other than any Disqualified Institution), such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents shall not be unreasonably withheld or delayed)) and (iv) if such Eligible Assignee is not, prior to the date of such assignment, a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, any such assignment with respect to Revolving Credit Outstandings and Revolving Credit Commitments shall be subject to the prior consent of each Issuer and Swing Lender; and provided, however that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default under Section 9.1(a), (b) or (f) (Events of Default) shall have occurred and be continuingcontinuing and (v) no Revolving Credit Commitments or Revolving Loans may be assigned to any Affiliated Lender. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and, other than in respect of assignments made pursuant to Section 2.17(b) (Mitigation Obligations; Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than and, in the case of an assignment by a Lender to an Affiliate of such Affiliated Lender or by any Agent or their respective Affiliatesa Person that, after giving effect to such assignment, would become an Affiliated Lender, satisfaction of the requirements set forth in clause (j) below) from and after the effective date specified in such Assignment and Acceptance; provided, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (other than to any Disqualified Institution) all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignorassignor’s entire interest) be less than (x) in the case of Revolving Credit Outstandings and Revolving Credit Commitments, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of Term Loans, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and a Lender (other than any Disqualified Institution), (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a LenderLender (other than any Disqualified Institution), such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents shall not be unreasonably withheld or delayed)) and (iv) if such Eligible Assignee is not, prior to the date of such assignment, a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, any such assignment with respect to Revolving Credit Outstandings and Revolving Credit Commitments shall be subject to the prior consent of each Issuer and Swing Lender; and provided, however that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default under Section 9.1(a), (b) or (f) (Events of Default) shall have occurred and be continuingcontinuing and (v) no Revolving Credit Commitments or Revolving Loans may be assigned to any Affiliated Lender. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementand, shall be effective unless it is entered other than in the Register in due course.respect of assignments made pursuant to Section 2.17(b) (Mitigation Obligations; Substitution of Lenders) and Section 11.1(c) (

Assignments and Participations. (a) Each Without the prior written consent of P&G and, except in connection with an Affiliate of any of the Borrowers exercising its call rights under Section 2.18, and of the Agent (which Agent’s consent shall not be unreasonably withheld), no Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a any portion of its rights and obligations hereunder under this Agreement to any Person, except to an Affiliate of such Lender, as provided in Section 2.11 or 2.14, or as set forth in Section 8.07(g) or to another Lender that is an Affiliate of such Lender. Each assignment pursuant to the terms of this Section 8.07(a) (including A) shall be of a constant, and not a varying, percentage of all of its rights and obligations under this Agreement and shall be on a pro rata basis between the Facilities (and, in the case of an assignment demanded by a Borrower, shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with respect to another such assignment or other such assignments that together cover all of the Revolving Loansrights and obligations of the assigning Lender under this Agreement), the Swing Loans and the Letters of Credit); provided, however, that: (i) if except that any such assignment shall of a Commitment by a Lender to another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the same percentage of any of the assigning Lender’s Revolving Credit Outstandings Advances and Revolving Credit Commitment, any such assignment shall cover of one or more Advances by a Lender to another Lender that is an Affiliate of such Lender need not be accompanied by an assignment of the same percentage of such the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant to each such assignment (determined as Commitment or any of the date assigning Lenders other Advances, (B) except in the case of the Assignment and Acceptance with respect an assignment to a Person that, immediately prior to such assignment) , was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 or 10,000,000, and (C) shall be evidenced by evidenced by an integral multiple of $1,000,000 in excess thereof, except (I) with the consent Assignment and Acceptance executed by each of the Borrower parties thereto and delivered to the Administrative Agent or (II) if Agent, for its acceptance and recordation in the Register. No Lender shall be obligated to make any such assignment is being made as a result of a demand by a Borrower pursuant to a this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrowers or one or more Lender assignees therefrom in an Affiliate or Approved Fund aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender; and (iii) if such Eligible Assignee is not, prior together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (D) the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Notes subject to such assignment and (E) the Lenders party to each such Assignment and Acceptance shall remit to the Agent a processing and recordation fee of $3,500, which fee shall be payable by either the assigning Lender or the assignee Lender. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (i1) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii2) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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 of the other Loan Documents or the execution, legality, validity, enforceability, genuineness or sufficiency or value of this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements delivered to Agent in accordance with this Agreement 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 or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee in accordance with Section 8.07(a), together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to each of the Borrowers. (d) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances under each Facility owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and each of the Loan PartiesBorrowers, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded as a Lender in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by each of the Borrower and the Facility Agents Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (e) Each Lender may upon not less than five Business Days’ notice to P&G 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 (including, Swing Loanwithout limitation, Letter all or a portion of Credit Obligationits Commitments which may be on a non-pro rata basis between the Facilities, Reimbursement Obligationthe Advances owing to it and any Note or Notes held by it); provided, nor however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to each of the Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any Assignment and Acceptance or Assumption such Note for all purposes of this Agreement, (iv) each of the Borrowers, the Agent and the other Lenders shall be effective unless continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any other Loan Document, or any consent to any departure by the Borrowers therefrom, except to the extent that such amendment, waiver or 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 to such participation, or postpone any scheduled date for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. If any Lender sells a participation as described in this Section 8.07(e), such Lender shall provide to the Agent on behalf of the Borrowers, or maintain as agent of the Borrowers, the information described in Section 8.07(d) with respect to such participation and shall permit each of the Borrowers to review such information (to the extent permitted under applicable law) from time to time upon request. Neither the sale of any such participation nor the holding of such a participation by any participant shall increase any obligation of any Borrower under Section 2.11 or Section 2.14. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or participant any financial statements and related documents delivered to the Agent in accordance with Section 4.01(e) or Section 5.01(d)(i); provided that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Confidential Information received by it is entered in accordance with the Register terms of Section 8.08. (g) Notwithstanding any other provision set forth in due coursethis Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments and Participations. (a) Each The Loan Documents shall be binding upon and inure to the benefit of the Parent Borrower, the Lenders, the Agents, all future holders of the Loans, and their respective successors and assigns, except that neither the Parent Borrower nor any other Credit Party may assign, delegate or transfer any of its rights or obligations under the Loan Documents (other than in connection with a dissolution or a transaction involving a merger, consolidation or Disposition, in each case otherwise permitted by this Agreement) without the prior written consent of the Administrative Agent and each Lender. (b) In addition to its rights under Section 12.6(f), each Lender may shall have the right to sell, transferassign, transfer or negotiate (each an "Assignment") one hundred percent, or assign to one or more Eligible Assignees all or a portion any lesser percentage, of its rights and obligations hereunder under the Loan Documents to any subsidiary or affiliate of such Lender, to any other Lender, or to any other bank, insurance company, financial institution, pension fund, mutual fund or other similar fund (including each an "Eligible Assignee"), provided that (i) each such Assignment shall be of a constant, and not a varying, percentage of all of its the assignor Lender's rights and obligations with respect to under the Revolving LoansLoan Documents, the Swing Loans and the Letters of Credit); provided, however, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being Commitment 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 (if less than the Assignor’s entire interest) be not less than $5,000,000 10,000,000, or an integral multiple the full Commitment Amount of $1,000,000 such assignor Lender's Commitment, (iii) unless the assignee is another Lender or a Subsidiary or affiliate of any Lender (in excess thereofwhich case no claims may be made by such assignee pursuant to Section 3.5, 3.6, 3.7, 3.8 or 3.9, in each case except (I) with to the consent of extent that the assignor Lender would otherwise have the right to do so), the Parent Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower have consented thereto in writing (which consents shall not be unreasonably withheld or delayed); and provideddelayed and, further, that, notwithstanding any other provision of this Section 11.2, in the consent case of the Borrower Parent Borrower, shall not be required for any assignment occurring when any upon the occurrence and during the continuance of an Event of Default Default), and (iv) the assignor Lender and such assignee shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), Agent three copies of an Assignment and Acceptance. Upon such executionAcceptance Agreement executed by each of them, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of along with an assignment fee in the amount sum of $3,500 (other 5,000 for the account of the Administrative Agent. Upon receipt of such number of executed copies of each such Assignment and Acceptance Agreement, together with the assignment fee therefor and the Parent Borrower's and the Administrative Agent's consents to such Assignment, if required, the Administrative Agent shall record the same and execute not less than two copies of such Assignment and Acceptance Agreement in the case of an assignment by a Lender appropriate place, deliver one such copy to an Affiliate of the assignor and one such Lender or by any Agent or their respective Affiliates) from copy to the assignee, and deliver one photocopy thereof, as executed, to the Parent Borrower. From and after the effective date specified in such Assignment and AcceptanceAcceptance Agreement, (i) the assignee thereunder shall become be a party hereto and shall for all purposes of this Agreement and the other Loan Documents be deemed a "Lender" and, to the extent provided in such Assignment and Acceptance Agreement, the assignor Lender thereunder shall be released from its obligations under this Agreement and the other Loan Documents. The Administrative Agent shall be entitled to rely upon the representations and warranties made by the assignee under each Assignment and Acceptance Agreement. (c) In addition to the participations provided for in Section 12.10(a), each Lender may grant participations in all or any part of its rights under the Loan Documents to one or more Persons, provided that (i) such Lender's obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement and the other Loan Documents for the performance of such obligations, (iii) the Borrowers, the 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, (iv) the granting of such participation does not require that any additional loss, cost or expense be borne by any Borrower at any time, and (v) the voting rights of any holder of any participation shall be limited to the voting rights of such Lender under Section 12.1(i). -84- 91 (d) No Lender shall, as between and among the Credit Parties, the Agents and such Lender, as the case may be, be relieved of any of its obligations under the Loan Documents as a result of any Assignment or the granting of any participation in all or any part of its rights under the Loan Documents, except that it shall be relieved of its obligations to the extent of any such Assignment of all or any part of its rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party heretoSection 12.6(b). (ce) The Administrative Agent shall maintain Subject to Section 12.6(d), any Lender may at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer any time or from time to time (the “Revolving Credit Facility Register” assign all or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and any portion of its rights under the Loan PartiesDocuments to a Federal Reserve Bank, the Administrative Agent, the Lenders and the Issuers provided that any such assignment shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and not release such assignor from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due courseits obligations thereunder.

Assignments and Participations. (ai) Each except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender may sell, transfer, negotiate or assign to one an Approved Fund or more Eligible Assignees an assignment of all or of a portion of its Lender's rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loansunder this Agreement, the Swing amount of the Commitment and Loans and the Letters of Credit); provided, however, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or 1,000,000 and shall be an integral multiple of $1,000,000 in excess thereof500,000. Notwithstanding the foregoing, except (I) with the consent within three days of the Borrower Closing Date assignments may be made in an amount not less than $100,000, and such assigned amounts may be further assigned (in whole but not in part) in the Administrative Agent or (II) if such assignment is being made future in amounts equal to a Lender or an Affiliate or Approved Fund of such Lender; andthe amount originally assigned; (iiiii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall shall (A) execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, and except for assignments to an Affiliate of the Lender or an Approved Fund and except for assignments on the Closing Date or in connection with the initial syndication, a processing and recordation fee of $500 for each such assignment, (B) deliver a copy of such Assignment and Acceptance to the Borrower at the time it delivers a copy to the Administrative Agent; and (iii) unless the Borrower and the Administrative Agent shall have consented thereto, no such assignment shall be made (A) while any undrawn Commitment is outstanding, except to a Person that shall have represented that it has a combined capital and surplus or assets of at least $50,000,000, and (B) except to a Person, other than a commercial bank or other financial institution or fund, that shall have represented that such Person is not engaged in, and does not have an Affiliate that is engaged in, the business of providing PCS telecommunications services to the public; and (iv) the parties to such assignment shall, to the extent applicable, arrange with the Borrower for the execution and delivery of a substitute Note or Notes replacing any Note or Notes subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.,

Assignments and Participations. (a) This Agreement and the Revolving Credit Notes shall be binding upon and inure to the benefit of the Borrowers and the other the Loan Parties and the Agent and each Lender and their respective successors and assigns; provided, however, that each of the Borrowers and the other Loan Parties may not assign or transfer any of their rights hereunder, or under the Revolving Credit Notes, 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 sellmay, transferwith the written consent of the Agent and, negotiate in the absence of a continuing Event of Default, the Administrative Borrower (such consent in the case of the Administrative Borrower is not required in the case of Affiliates of any Lender and is not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees other lenders or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to Revolving Credit Commitment, the Revolving LoansLoans made by it, the Swing Loans Revolving Credit Notes held by it and the Letters its Pro Rata Share of CreditLetter of Credit Obligations); provided, however, that: that (i) if any such assignment shall be except in the case of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitmentassignments to Affiliates of a Lender in which case there are no minimums, such assignment shall cover is in an amount which is at least $1,000,000 or a multiple of $100,000 in excess thereof (or the same percentage remainder of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; ) (ii) the aggregate except such minimum 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties apply to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than 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) and (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any Revolving Credit Note subject to such assignment and, except in the case of assignments to Affiliates of a Lender, such parties shall deliver to the Agent a processing and recordation fee of $5,000 (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 their respective Affiliatesa fund or account managed by such Lender or an Affiliate of such Lender) and (iii) no written consent of the Agent shall 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. Upon such execution, delivery and acceptance, from and after the effective date specified in such each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (ior such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall become a party hereto “Lender” hereunder and, in addition to the extent that rights and obligations under the Loan Documents have been assigned hereunder held by it immediately prior to such assignee pursuant to such Assignment and Acceptanceeffective date, have the rights and obligations of a Lender, hereunder that have been assigned to it pursuant to such Assignment and if such Lender were an Issuer, of such Issuer hereunder and thereunder, Acceptance and (iiB) the assignor assigning Lender thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (ci) 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: (A) 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; (B) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or any of their Subsidiaries or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (C) 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; (D) such assignee will, independently and without reliance upon the Assigning Lender, the 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; (E) such assignee appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (F) 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. (ii) The Administrative Agent shall maintain maintain, or cause to be maintained at its address referred to in Section 11.8 offices, a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of of, and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrowers, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Administrative Borrower and the Facility Agents any Lender at any reasonable time and from time to time upon reasonable prior notice. No . (iii) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with the Revolving Credit Notes subject to such assignment, the Agent shall, if the Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance, (ii) give prompt notice thereof to Administrative Borrower, (iii) record the information contained therein in the Register, and (iv) prepare and distribute to each Lender and Administrative Borrower a revised Schedule 1.01(C) hereto after giving effect to such assignment, which revised Schedule 1.01(C) shall replace the prior Schedule 1.01(C) and become part of this Agreement. (iv) Any foreign Person who purchases or is assigned or participates in any portion of a Revolving Loan shall provide the Agent (in the case of a purchase or assignment) or the Lender (in the case of a participation) with a completed Internal Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially similar form for such purchaser, participant or any other affiliate who is a holder of beneficial interests in the Revolving Loan. (c) 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, Swing Loanwithout limitation, all or a portion of its Revolving Credit Commitment, the Revolving Loans made by it and its Pro Rata Share of the Letter of Credit ObligationObligations); provided, Reimbursement Obligationthat (i) such Lender’s obligations under this Agreement (including without limitation, nor its Revolving Credit 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 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 Assignment and Acceptance action hereunder except (A) action directly effecting an extension of the maturity dates or Assumption decrease in the principal amount of the Revolving Loans or Letter of Credit Obligations, or (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Revolving Loans 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 Borrower or any Guarantor (except as set forth in Section 10.08 of this Agreement or any Loan Document). The Loan Parties agree that each participant shall be effective unless entitled to the benefits of Section 2.08 and Section 4.05 of this Agreement with respect to its participation in any portion of the Revolving Credit Commitments and the Revolving Loans as if it is entered in the Register in due coursewere a Lender.

Assignments and Participations. (a) Each Lender LC Participant may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans LC Disbursements and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning LenderLC Participant’s Revolving Credit LC Obligation Outstandings and Revolving Credit CommitmentLC Commitments, such assignment shall cover the same percentage of such LenderLC Participant’s Revolving Credit LC Obligation Outstandings and Revolving Credit Commitment; LC Commitments, (ii) 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 no event (if less than the Assignorassignor’s entire interest) be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower Company and the Administrative Agent or (IIB) if such assignment is being made to a Lender an LC Participant or an Affiliate or Approved Fund of such Lender; and LC Participant and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender an LC Participant or an Affiliate or Approved Fund of a Lenderan LC Participant, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower Company (which consents shall not be unreasonably withheld or delayed); provided, however, that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days of having received notice thereof; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower Company shall not be required for any assignment occurring when any Event of Default specified in Section 9.1(a), (b), or (f) (Events of Default) shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance. Upon such the execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementand, shall be effective unless it is entered other than in the Register in due course.respect of assignments made pursuant to Section 2.17 (Substitution of LC Participants) and Section 11.1(c) (

Assignments and Participations. (a) Each Lender Bank may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to interest in the Revolving LoansLoan, the Swing Loans its Note, and the Letters of Creditits Commitment); provided, however, that: (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitmentto an Eligible Assignee; (ii) except in the aggregate case of an assignment to another Bank or an assignment of all of a Bank's rights and obligations under this Agreement, any such partial assignment shall be in an amount being assigned pursuant at least equal to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, except ; (Iiii) with the consent of the Borrower and the Administrative Agent or (II) if each such assignment is being made to by a Lender or an Affiliate or Approved Fund Bank shall be of such Lendera constant, and not varying, percentage of all of its rights and obligations under this Agreement and its Note; and (iiiiv) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and AcceptanceAcceptance Agreement (herein so called) in the form of Exhibit K hereto, together with any Note subject to such assignment and a processing fee of $3,500. Upon such execution, delivery, and acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and AcceptanceAcceptance Agreement, (i) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to of such assignee pursuant to such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender, and if such Lender were an Issuer, of such Issuer Bank hereunder and thereunder, and (ii) the assignor thereunder assigning Bank shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement. Upon the Loan Documentsconsummation of any assignment pursuant to this Section 14.10(a), other than those relating the assignor, Administrative Agent and Borrower shall make appropriate arrangements so that, if required, new Notes are issued to events or circumstances occurring prior to such assignment (and, in the case of an Assignment assignor and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations assignee. If the assignee is not incorporated under the Loan DocumentsLaws of the United States of America or a state thereof, such Lender it shall cease deliver to be a party heretoBorrower and Administrative Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.6(d). (cb) The Administrative Agent shall maintain at its address referred to in Section 11.8 set forth on Schedule 1 hereto, a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Banks and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount of the Revolving LoansLoan owing to, Swing Loans each Bank and Letter the Commitment Percentage of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer Bank from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, the Lenders Agent and the Issuers shall Banks may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, Bank hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Bank at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (c) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance or Assumption Agreement executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, Administrative Agent shall, if such Assignment and Acceptance Agreement has been completed and is in substantially the form of Exhibit K hereto, (i) accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to the parties thereto. (d) Each Bank may sell participations to one or more Persons in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and its interest in the Revolving Loan); provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be effective unless it is entered entitled to the benefit of the yield protection provisions contained in Article 4 and the right of set-off contained in Section 14.4, and (iv) Borrower shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and such Bank shall retain the sole right to enforce the obligations of Borrower relating to its interest in the Register Revolving Loan and its Note and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on the Revolving Loan or Note, extending any scheduled principal payment date or date fixed for the payment of interest on the Revolving Loan or Note, or extending its Commitment). (e) Notwithstanding any other provision set forth in due coursethis Agreement, any Bank may at any time assign and pledge all or any portion of its interest in the Revolving Loan and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations hereunder. (f) Any Bank may furnish any information concerning Borrower or any of its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants). (g) Borrower shall not assign or transfer any rights or obligations under any Loan Paper or permit any Credit Party to assign or transfer any rights or obligations under any Loan Paper without first obtaining all Banks' consent, and any purported assignment or transfer without all Bank's consent is void.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment (A) shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; Commitment and (B) shall be subject to the prior consent of the Administrative Agent, the Issuer and the Swing Loan Lender (which consent, in each case, shall not be unreasonably withheld or delayed), (ii) 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 no event (if less than the Assignorassigning Lender’s entire interest) be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereofthereof (treating multiple, except simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (Ior affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to (A) the prior consent of the Administrative Agent, each Issuer and the Borrower Agent (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (ai) Each Lender the Borrower may sell, transfer, negotiate not assign or assign to one or more Eligible Assignees all or a portion otherwise transfer any of its rights and or obligations hereunder without the prior written consent of each Lender, and (including all ii) a Lender may not assign or otherwise transfer any of its rights and or obligations with respect hereunder to anyone other than an Eligible Assignee; provided, that a Lender shall provide notice of such assignment to the Borrower, the Servicer, the Backup Servicer and the Deal Agent. Except in the case of an assignment to another then existing Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and/or Revolving Loans, the Swing amount of the Commitment or Revolving Loans and the Letters of Credit); provided, however, that: (i) if subject to any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) not be less than $5,000,000 10,000,000, unless the Deal Agent, and, so long as no Termination Event has occurred and is continuing or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is notany Federal Reserve Bank, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower otherwise consents (which consents shall each such consent not to be unreasonably withheld or delayed); . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and provided, further, that, notwithstanding any other provision of obligations under this Section 11.2, Agreement with respect to the consent of Revolving Loans or the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) Commitment assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), Deal Agent an Assignment and Acceptance. Upon such execution, delivery, acceptance Assumption (together with a processing and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment recordation fee in the amount of $3,500 (other than 3,500; provided, that the Deal Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) and shall provide a copy thereof to the Collateral Agent, the Servicer, the Backup Servicer and the Borrower. The assignee, if it is not a Lender, shall deliver to the Deal Agent an assignment by a Lender Administrative Questionnaire. Nothing in this Agreement, expressed or implied, shall be construed to an Affiliate of such Lender or by confer upon any Agent or Person (other than the parties hereto, their respective Affiliates) from successors and after the effective date specified in such Assignment and Acceptanceassigns permitted hereby, (i) the assignee thereunder shall become a party hereto and, or any participants to the extent that rights and obligations provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, or by reason of this Agreement. (b) Any Lender shall have the rights and obligations of right to grant participations in all or a Lender, and if such Lender were an Issuer, portion of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that Lender’s rights and and/or obligations under this Agreement have been assigned by it pursuant (including all or a portion of its Commitment and/or the Revolving Loans owing to it) to one or more other banking institutions (each such Assignment person a “Participant”), and Acceptancesuch Participants shall be entitled to the benefits of this Agreement, relinquish its rights including, without limitation, Sections 2.10 and 2.11 hereof, to the same extent as if they were a direct party hereto; provided that (except those which survive the payment in full of the Obligationsi) and be released from its such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Loan Documents, other than those relating parties hereto for the performance of such obligations and (iii) the Borrower and the other parties hereto shall continue to events or circumstances occurring prior to deal solely and directly with such assignment (and, Lender in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning connection with such Lender’s rights and obligations under this Agreement, and provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the Loan Documentsamount which would have been payable had such Lender not granted a participation to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Upon the grant of a participation of any Lender’s rights and/or obligations under this Agreement, such Lender shall cease to be will promptly notify the Borrower of the Participant and the proportionate amount granted under such participation. Each Lender that sells a party hereto). (c) The Administrative Agent shall participation shall, acting solely for this purpose as an agent of the Borrower, maintain at its a register on which it enters the name and address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders Participant and the Issuers, principal amounts (and stated interest) of each Participant’s interest in the Revolving Credit Commitments of and principal amount of Loans or other obligations under the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time Transaction Documents (the “Revolving Credit Facility Register” or the “Participant Register”). The entries ; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Transaction Document) to any Person except to the Revolving Credit Facility Register shall be conclusive and binding for all purposesextent that such disclosure is necessary to establish that such commitment, absent manifest errorloan, and letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due courseUnited States Treasury Regulations.

Assignments and Participations. (a) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may sellassign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 11.06. Nothing in this Agreement, transferexpressed or implied, negotiate shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues a Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 11.06) and, to the extent expressly contemplated hereby, the related parties of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of Credit); provided, however, thatLoans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) if any such assignment the Borrower, PROVIDED that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent, PROVIDED that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Tranche A Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) each Issuing Lender (only in the case of any assignment of Revolving Credit Commitments and/or Revolving Credit Loans). (ii) Assignments shall be subject to the following additional conditions: CREDIT AGREEMENT (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 Revolving Credit Outstandings and Revolving Credit Commitment's Commitment or Loans of any Class, such assignment shall cover the same percentage amount of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 or or, in the case of any Incremental Term Loan having an integral multiple Incremental Term Loan Maturity Date falling after the Tranche A Term Loan Maturity Date, such minimum amount (but not less than $1,000,000) as the Borrower and the Administrative Agent shall mutually agree at the time of $1,000,000 in excess thereofthe making of such Incremental Term Loan, except (I) with the consent unless each of the Borrower and the Administrative Agent or (II) if otherwise consent, PROVIDED that no such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any if an Event of Default shall have has occurred and be is continuing.; (bB) The each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, PROVIDED that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording in the Register thereof pursuant to paragraph (as defined in clause (cb)(iv) below)of this Section 11.06, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such each Assignment and Acceptance, (i) Assumption the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under of the Loan Documents have been interest assigned to such assignee pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a LenderLender under this Agreement, and if such the assigning Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 5.01, 5.05, 5.06, 5.07 and 11.03 hereof). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 11.06 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 11.06. (civ) The Administrative Agent Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its address referred to in Section 11.8 offices a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lenders, and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) LC Disbursements owing to to, each Lender and each Issuer pursuant to the terms hereof from time to time (the “Revolving Credit Facility Register” or the “Register”"REGISTER"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest errorconclusive, and the Loan PartiesBorrower, the Administrative Agent, the Issuing Lenders and the Issuers shall Lenders may treat each Person whose name is recorded in the Revolving Credit Facility Register pursuant to the CREDIT AGREEMENT terms hereof as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Revolving Credit Facility Register shall be available for inspection by the Borrower Borrower, any Issuing Lender and the Facility Agents any Lender, at any reasonable time and from time to time upon reasonable prior notice. (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 11.06 and any written consent to such assignment required by paragraph (b) of this Section 11.06, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, assignment shall be effective for purposes of this Agreement unless it is entered has been recorded in the Register as provided in due coursethis paragraph. (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, any Issuing Lender or the Swingline Lender, sell participations to one or more banks or other entities (a "PARTICIPANT") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); PROVIDED that (A) such Lender's obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, each Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement 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; PROVIDED that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso in the first sentence of Section 11.04 hereof or in the proviso in the second sentence of Section 11.04 hereof that affects such Participant. Subject to paragraph (c)(ii) of this Section 11.06, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.01, 5.05, 5.06 and 5.07 hereof to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 4.07(a) hereof as though it were a Lender, PROVIDED that such Participant agrees to be subject to Section 4.07(b) hereof as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Section 5.01, 5.05, 5.06 or 5.07 hereof 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 5.07 hereof unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.07(e) hereof as though it were a Lender. (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 11.06 shall not apply to any such pledge or assignment of a security interest; PROVIDED CREDIT AGREEMENT that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (e) 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 Borrower or any of its Subsidiaries or any Affiliates without the prior consent of each Lender.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignorassignor’s entire interest) be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents consent of the Borrower shall not be unreasonably withheld or delayed); provided, however, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days of having received notice thereof; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default specified in Section 9.1(a), (b) or (f) (Events of Default) shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementand, shall be effective unless it is entered other than in the Register in due course.respect of assignments made pursuant to Section 2.17 (Substitution of Lenders) and Section 11.1(c) (

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit)hereunder; provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignorassigning Lender’s entire interest) be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 100,000 in excess thereofthereof (treating multiple, simultaneous assignments by or to two or more Approved Funds which are Affiliates or share the same (or affiliated) manager or advisor as a single assignment for purposes of this clause (a)), except that such minimum amounts shall not apply if (IA) with the consent of the Borrower and the Administrative Agent consent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , and (iiiii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower Agent (which consents consent shall not be unreasonably withheld or delayed); and provided, furtherhowever, thatthat if such assignment causes any Person (other than CSFB or an Affiliate of CSFB), notwithstanding together with any Affiliates of such Person, to hold in excess of 50% of the principal amount of the Obligations, or 2ND LIEN CREDIT AGREEMENT KNOLOGY, INC. such assignment is to a Person (other provision than CSFB or an Affiliate of this Section 11.2CSFB) holding in excess of 50% of the principal amount of the Obligations, such assignment shall be subject to the prior consent of the Borrower (which consent shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuingunreasonably withheld, delayed or conditioned). (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance. Upon , together with any Note (if the assigning Lender’s Term Loans are evidenced by a Note) subject to such execution, delivery, acceptance assignment (such new Note or Notes shall be dated the Closing Date and recording shall otherwise be in the Register form of the Note or Notes replaced thereby) and the receipt any administrative questionnaire, tax forms or other documents required by the Administrative Agent from the assignee Agent. Upon its receipt of an assignment Assignment and Acceptance executed by the assigning Lender and the Eligible Assignee the Lender or Eligible Assignee shall pay to the Administrative Agent a registration and processing fee in the amount of $3,500 for each assignment (other than except that no such registration and processing fee shall be payable in the case of (i) an assignment by Assignment and Acceptance which is electronically executed and delivered to the Administrative Agent via an electronic settlement system (which system shall initially be ClearPar LLC) or (ii) an Eligible Assignee which is already a Lender to or is an Affiliate of such Lender or by in respect of any Agent or their respective Affiliatesassignment made pursuant to Section 2.17 (Substitution of Lenders) from and after Section 11.1(c) (Amendments, Waivers, Etc.)). Commencing on the effective date specified in such Assignment and Acceptance, (i) the assignee Eligible Assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor Notes (if any) corresponding to the Term Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assigning Lender thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender agrees that the Notes or interest therein acquired by such Lender pursuant to this Agreement will be acquired for investment only and not with a view to any public distribution thereof, and that such Lender will not offer to sell or otherwise dispose of the Notes or the interest therein so acquired by it (or any interest therein) in violation of any of the registration requirements of the Securities Act or any applicable State securities laws. Each Lender hereby confirms and agrees that, in connection with any syndication, offering, transfer or sale by it of any interest in the Notes, such Lender has not engaged and will not engage in a general solicitation or general advertising. (b) Except as provided in Section 11.01(f), no Lender may sell, transferassign or otherwise transfer any portion of its rights or obligations hereunder (other than to one of its Subsidiaries provided that any such Subsidiary shall not be entitled to receive any payments under Section 2.13) prior to the Transfer Restriction Termination Date. Subject to the foregoing sentence, negotiate or each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit)under this Agreement; provided, however, that: that (i) if any each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender’s Revolving Credit Outstandings rights and Revolving Credit Commitmentobligations under this Agreement, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount of the Commitment of the assigning Lender 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 (if be less than the Assignor’s entire interestlesser of (A) be less than $5,000,000 15,000,000 or an integral multiple of $1,000,000 in excess thereof, except of that amount and (IB) with the consent full amount of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such assigning Lender; and ’s Commitment, (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee, (iv) the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Lender Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent, (v) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all reasonable fees, costs and expenses (including the reasonable fees and out-of-pocket expenses of counsel for the Deal Agent) incurred by the Deal Agent in connection with such assignment, (vi) each Person that becomes a Lender under an Assignment and Acceptance shall agree to be bound by the confidentiality provisions of Article XII and (vii) there shall be no increased costs, expenses or taxes incurred by the Deal Agent or the Lenders upon assignment or participation. Upon such execution, delivery, delivery and acceptance and recording in by the Register Deal Agent and the receipt recording by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) Deal Agent, from and after the effective date specified in such each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent, unless a later date is specified therein, (i) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assignee confirms that it has received a copy of this Agreement, 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; (iii) such assignee will, independently and without reliance upon the Deal Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (iv) such assigning Lender and such assignee confirm that such assignee is an Eligible Assignee; (v) such assignee appoints and authorizes the Deal Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Deal Agent shall maintain at its address referred to in Section 11.8 herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names names, addresses and addresses Commitment of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and the Principal Amount of each Issuer Loan made by each Lender from time to time (the “Revolving Credit Facility Register” or the “Lender Register”). The entries in the Revolving Credit Facility Lender Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, Borrower and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Lender Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Lender Register shall be available for inspection by the Borrower and the Facility Agents any Agent or Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (e) Subject to the provisions of Section 11.01(a), Swing Loan, Letter upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance executed by an assigning Lender and an assignee, the Deal Agent shall, if such Assignment and Acceptance has been completed, accept such Assignment and Acceptance, and the Deal Agent shall then record the information contained therein in the Lender Register. (f) Each Lender may sell participations to one or Assumption more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and each Loan owned by it); provided, however, that (i) such Lender’s obligations under this Agreement (including its Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Deal 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. With respect to any participation described in this Section, the participant’s rights as set forth in the agreement between such participant and the applicable Lender to agree to or to restrict such Lender’s ability to agree to any modification, waiver or release of any of the terms of this Agreement or to exercise or refrain from exercising any powers or rights which such Lender may have under or in respect of this Agreement shall be effective unless it is entered limited to the right to consent to any of the matters set forth in Section 11.01. (g) Subject to the Register provisions of Article XII, each Lender may, in due courseconnection 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, including Confidential Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower.

Assignments and Participations. (a) Each Lender Party may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving LoansCommitment or Commitments, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that:that -------- ------- (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations hereunder and thereunder (including, without limitation, under and in respect of the Facilities) on a pro rata basis with respect thereto, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender Party's and Hedge Bank's rights and obligations under this Agreement and the other Loan Documents, as applicable, the amount of the 133 Commitment of the assigning Lender Party 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof5,000,000, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if no such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment assignments shall be subject to permitted without the prior consent of the Administrative AgentAgent (which may be withheld for any reason) until the earlier to occur of (x) the date on which the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed or (y) the 120th day following the Initial Funding Date, each Issuer and (iv) no such assignment shall be permitted if, immediately after giving effect thereto, the Borrower (which consents shall not would be unreasonably withheld required to make payments to or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent on behalf of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. assignee Lender Party pursuant to Section 2.10(a) or (b) The or Section 2.12 and the assignor Lender Party was not, at the time of such assignment, entitled to receive any payment pursuant to Section 2.10(a) or (b) or Section 2.12, and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,000. Swing Line Notes shall not be subject to assignment and all amounts owing thereunder shall be deemed owing under the applicable Revolving Credit Note at the time of an assignment pursuant to Section 8.07. (b) Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and under the other Loan Documents, as applicable, and, to the extent that rights and obligations hereunder and under the other Loan Documents Documents, as applicable, have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a LenderLender or Issuing Bank, and if such Lender were an Issueras the case may be, of such Issuer hereunder and thereunderunder the other Loan Documents, as applicable, and (iiy) the Lender or Issuing Bank assignor thereunder shall, to the extent that rights 134 and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement and under the other Loan Documents, other than those relating to events or circumstances occurring prior to such assignment as applicable (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's or Issuing Bank's rights and obligations under this Agreement and under the other Loan Documents, as applicable, such Lender or Issuing Bank shall cease to be a party heretohereto and under the other Loan Documents, as applicable), except as to Sections 2.10, 2.12 and 8.04 for the period prior to the effective date of such assignments. (c) By executing and delivering an Assignment and Acceptance, the Lender Party 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, 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 any lien or security interest created or purported to be created under or in connection with this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Sections 4.01(f) and (g) and such other documents and information as it 135 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 Administrative Agent, such assigning 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; (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 and discretion 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 and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender or Issuing Bank, as the case may be. (d) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lender Parties and the IssuersCommitment under each Facility of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing under each Facility to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer Party from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, the Lenders Agent and the Issuers shall Lender Parties may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, Party hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, . (f) The Issuing Bank may assign to an Eligible Assignee all of its rights and obligations under the undrawn portion of its Letter of Credit ObligationCommitment and its other rights and obligations hereunder and under the other Loan Documents, Reimbursement Obligationas applicable, nor at any time; provided, however, that (i) each -------- ------- such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Acceptance, with a processing and recordation 137 fee of $3,000 and any other agreement, documents and instruments reasonably requested by the Administrative Agent. (g) Each Lender Party may sell participations to one or Assumption more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents, as applicable (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it); provided, however, that (i) such Lender Party's obligations under this -------- ------- Agreement and the other Loan Documents (including, without limitation, its Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender Party shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lender Parties shall be effective unless continue to deal solely and directly with such Lender Party in connection with such Lender Party's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right (x) to any payments under Sections 2.10 or 2.12 (other than to the extent the Lender Party is entitled thereto) and (y) to approve any amendment, waiver or other modification of any provision of this Agreement or any other Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver, modification or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral. (h) Any Lender Party may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, 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 is entered in from such Lender Party. (i) Each of the Register in due courseAdministrative Agent, for itself and ratably for the benefit of the Lender Parties and the Hedge Banks, the Administrative Agent for itself or any Lender Party or Hedge Bank may at any time pledge all or any portion of its rights under the Loan Documents including any portion of any note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341 (or any successor provision related thereto). No such pledge or enforcement thereof shall release the Administrative Agent or any of the Lender Parties, or any Hedge Bank from its obligations under any of the Loan Documents.

Assignments and Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may sell, transfer, negotiate not assign or assign to one or more Eligible Assignees all or a portion otherwise transfer any of its rights and or obligations hereunder without the prior written consent of each Lender, and (including all ii) a Lender may not assign or otherwise transfer any of its rights and or obligations with respect hereunder to the Revolving Loans, the Swing Loans and the Letters of Credit)anyone other than an Eligible Assignee; provided, however, that: (i) if any that a Lender shall provide notice of such assignment shall be to the Borrower, the Servicer, the Backup Servicer and the Deal Agent. Except in the case of an assignment to another then existing Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or Revolving Credit Outstandings and Loans, the amount of the Commitment or Revolving Credit Commitment, such Loans subject to any assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) not be less than $5,000,000 10,000,000, unless the Deal Agent, and, so long as no Termination Event has occurred and is continuing or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is notany Federal Reserve Bank, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower otherwise consents (which consents shall each such consent not to be unreasonably withheld or delayed); . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and provided, further, that, notwithstanding any other provision of obligations under this Section 11.2, Agreement with respect to the consent of Revolving Loans or the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) Commitment assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), Deal Agent an Assignment and Acceptance. Upon such execution, delivery, acceptance Assumption (together with a processing and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment recordation fee in the amount of $3,500 (other than 3,500; provided, that the Deal Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) and shall provide a copy thereof to the Collateral Agent, the Servicer, the Backup Servicer and the Borrower. The assignee, if it is not a Lender, shall deliver to the Deal Agent an assignment by a Lender Administrative Questionnaire. Nothing in this Agreement, expressed or implied, shall be construed to an Affiliate of such Lender or by confer upon any Agent or Person (other than the parties hereto, their respective Affiliates) from successors and after the effective date specified in such Assignment and Acceptanceassigns permitted hereby, (i) the assignee thereunder shall become a party hereto and, or any participants to the extent that rights and obligations provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, or by reason of this Agreement. (b) Any Lender shall have the rights and obligations of right to grant participations in all or a Lender, and if such Lender were an Issuer, portion of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that Lender’s rights and and/or obligations under this Agreement have been assigned by it pursuant (including all or a portion of its Commitment and/or the Revolving Loans owing to it) to one or more other banking institutions (each such Assignment person a “Participant”), and Acceptancesuch Participants shall be entitled to the benefits of this Agreement, relinquish its rights including, without limitation, Sections 2.10 and 2.11 hereof, to the same extent as if they were a direct party hereto; provided that (except those which survive the payment in full of the Obligationsi) and be released from its such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Loan Documents, other than those relating parties hereto for the performance of such obligations and (iii) the Borrower and the other parties hereto shall continue to events or circumstances occurring prior to deal solely and directly with such assignment (and, Lender in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning connection with such Lender’s rights and obligations under this Agreement, and provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the Loan Documentsamount which would have been payable had such Lender not granted a participation to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Upon the grant of a participation of any Lender’s rights and/or obligations under this Agreement, such Lender will promptly notify the Borrower of the Participant and the proportionate amount granted under such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall cease have any obligation to be disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a party hereto)Participant'’s interest in any commitments, loans or its other obligations under any Transaction 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. (c) The Administrative Agent Deal Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its address referred to offices in Section 11.8 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lenders, and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount amounts (and stated interest) of the Revolving LoansLoans owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer pursuant to the terms hereof from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Deal Agent and the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register pursuant to the terms hereof as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents any Lender, at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may sellassign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 11.06. Nothing in this Agreement, transferexpressed or implied, negotiate shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues a Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section 11.06) and, to the extent expressly contemplated hereby, the related parties of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of Credit); provided, however, thatLoans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (iA) if any such assignment the Borrower, PROVIDED that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if CREDIT AGREEMENT an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent, PROVIDED that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) each Issuing Lender (only in the case of any assignment of Revolving Credit Commitments and/or Revolving Credit Loans). (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 Revolving Credit Outstandings and Revolving Credit Commitment's Commitment or Loans of any Class, such assignment shall cover the same percentage amount of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 or, in the case of a Tranche B Term Loan or an integral multiple of any Incremental Term Loan, $1,000,000 in excess thereof1,000,000, except (I) with the consent unless each of the Borrower and the Administrative Agent or (II) if otherwise consent, PROVIDED that no such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any if an Event of Default shall have has occurred and be is continuing.; (bB) The each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement, PROVIDED that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. (iii) Subject to acceptance and recording in the Register thereof pursuant to paragraph (as defined in clause (cb)(iv) below)of this Section 11.06, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such each Assignment and Acceptance, (i) Assumption the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under of the Loan Documents have been interest assigned to such assignee pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a LenderLender under this Agreement, and if such the assigning Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto)hereto but shall continue to be entitled to the benefits of Sections 5.01, 5.05, 5.06, 5.07 and 11. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower Company and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower Company (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower Company shall not be required (x) for any assignment occurring when any Event of Default shall have occurred and be continuingcontinuing or (y) for any assignment by any Lender as part of the merger, consolidation, sale, transfer or other disposition of all or any substantial portion of such Lender’s business, assets or loan portfolio. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a LenderLender and, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, thereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which that survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities (including any trust or other Person in connection with a securitization or monetization of the Advances or other indirect raising of capital) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving LoansCommitment or Commitments, the Swing Loans and Advances owing to it and/or the Letters Note or Notes held by it) without the consent of Credit)the Borrower; provided, however, provided that: (i) if any except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment shall be of all of a Lender's rights and obligations under this Agreement, the amount of the Commitment and/or Advances of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing5,000,000. (bii) The the parties to each such assignment shall shall (A) execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500, and (B) deliver a copy of such Assignment and Acceptance to the Borrower at the time it delivers a copy to the Administrative Agent; (iii) prior to the Facility A Commitment Termination Date for assignments relating to Facility A Commitments or Advances and the Facility B Commitment Termination Date for assignments relating to Facility B Commitments or Advances, assignments to Persons that have a combined capital and surplus in excess of $50 million; (iv) assignments to Persons, other than a commercial bank or other financial institution, that is engaged in, or has an Affiliate that is engaged in the business of providing PCS telecommunications services to the public may be made no sooner than fifteen (15) days after acceleration of the Loans hereunder pursuant to (S)10.01 hereof; (v) the assigning Lender's rights under Article IV and Section 12.04 accrued through the date of assignment shall continue, and A Lender may assign outstanding Advances without assigning undrawn Commitments, and may assign undrawn Commitments without assigning outstanding Advances. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations hereunder and under the Loan Documents Intercreditor Agreement have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement and the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment Intercreditor Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the Intercreditor Agreement and each other Loan Document, together with copies of the financial statements referred to in Section 5.04 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 Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; 141 (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement and the Intercreditor Agreement are required to be performed by it as a Lender; (vii) such assignee makes the representations in subsection (a)(iv) above; and (viii) such assignee confirms that it is bound by the confidentiality provisions in Section 12.10. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 12.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note or Assumption AgreementNotes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit C, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to the Borrower. 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 a new Note to the order of such assignee in an amount equal to the Advances and/or Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained Advances or Commitments hereunder, a new Note to the order of the assigning Lender in an amount equal to the Advances and/or Commitments retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective unless it is entered date of such Assignment and Acceptance and shall otherwise be substantially in the form of Exhibit C. (e) Each Lender may sell participations in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, the Advances owing to it and the Note or Notes held by it); provided that (i) such Lender's obligations under this Agreement (including its Commitments) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender. (g) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (h) The Borrower shall maintain, or cause to be maintained, a register (the "Registered Note Register") (which, at the request of the Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be send hereunder) on which it enters the name of the registered owner of each of the Loans evidenced by a Registered Note. Notwithstanding anything to the contrary contained in this Section 12.07(h), a Registered 143 Note and the Loans evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loans evidenced thereby on the Registered Note Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loans and the Registered Note evidencing the same shall be registered on the Registered Note Register only upon surrender for registration of assignment or transfer of the Registered Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by) the registered noteholder thereof, and thereupon 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 due coursepresentment for registration of transfer of any Registered Note, the Borrower and the Administrative Agent shall treat the Person in whose name such Loans and the Registered Note(s) evidencing the same are registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding any notice to the contrary. The Registered Note Register shall be available for inspection by the Borrower and any Lender at any reasonable time upon reasonable prior notice.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s 's Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s 's Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignor’s 's entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.211.2 (Assignments and Participations), the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Revolving Credit Note (if the assigning Lender's Loans are evidenced by a Revolving Credit Note) subject to such assignment. In addition, any Lender or Eligible Assignee assuming a Revolving Credit Commitment in connection with a Facility Increase shall execute an Assumption Agreement in accordance with Section 2.19 (Facility Increase). Upon such execution, delivery, acceptance and recording of any Assignment and Acceptance or Assumption Agreement, as the case may be, and, other than in the Register respect of assignment made pursuant to Section 2.17 (Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the assignee of an assignment assignment/assumption fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) 3,500, then from and after the effective date specified in such Assignment and AcceptanceAcceptance or Assumption Agreement, as the case may be, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and AcceptanceAcceptance or assumed by such assuming party pursuant to such Assumption Agreement, have the rights and obligations of a Lender, and and, in the case of an assignment, if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder under an Assignment and Acceptance shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance and each Assumption Agreement delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or "). Any assignment pursuant to this Section 11.2 (Assignments and Participations) shall not be effective until such assignment is recorded in the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Borrower, the Facility Agents Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Notwithstanding anything to the contrary contained in clause (b) above, the Loans (including the Revolving Credit Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register. No A Revolving Credit Note shall only evidence the Lender's or an assignee's right, title and interest in and to the related Loan, Swing Loanand in no event is any such Revolving Credit Note to be considered a bearer instrument or obligation. This Section 11.2 (Assignments and Participations) shall be construed so that the Loans are at all times maintained in "registered form" within the meaning of Sections 163(f), Letter 871(h)(2) and 881(c)(2) of Credit Obligationthe Internal Revenue Code or such regulations. Solely for purposes of this and for tax purposes only, Reimbursement Obligationthe Administrative Agent shall act as the Borrower's agent for purposes of maintaining such notations of transfer in the Register. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee or an Assumption Agreement executed by the Borrower and a Lender or an Eligible Assignee, nor any the Administrative Agent shall, if such Assignment and Acceptance or Assumption Agreement has been completed, (i) accept such Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered (ii) record the information contained therein in the Register and (iii) in due coursethe case of an Assignment and Acceptance, give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent, new Revolving Credit Notes to the order of such assignee in an amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance or Assumption Agreement and, if the assigning Lender, in the case of an Assignment and Acceptance, has surrendered any Revolving Credit Note for exchange in connection with the assignment and has retained Revolving Credit Commitments hereunder, new Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitments retained by it hereunder. Such new Revolving Credit Notes shall be dated the same date as the surrendered Revolving Credit Notes and be in substantially the form of Exhibit C (Form of Revolving Credit Note). (f) In addition to the other assignment rights provided in this Section 11.2 (Assignments and Participations), each Lender may assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (x) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board without notice to or consent of the Borrower or (y) in the case of any Lender that is a Fund, any holders of obligations owed or Securities issued by such Lender as security for such obligations or Securities or any trustee for, or other representative of, such holders, and this Section shall not apply to any such pledge or assignment of a security interest; provided, however, that no such assignment shall release the assigning Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Revolving Loans and Letters of Credit). The terms of such participation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.7(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender's obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement, and (z) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Section 2.15 (Capital Adequacy) and Section 2.16 (Taxes) and of Section 2.14(d) (Illegality) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.15 (Capital Adequacy), or Section 2.16 (Taxes) or Section 2.14(d) (Illegality) to the participant in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold. (h) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrower, the Administrative Agent, such Issuer and such Eligible Assignee. If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2 (Assignments and Participations), then, as of the effective date of such cessation, such Issuer's obligations to Issue Letters of Credit pursuant to Section 2.4 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date.

Assignments and Participations. (a) Each Lender may selland, transferif demanded by the Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14 or a suspension of Eurodollar Rate Advances pursuant to Section 2.12 and only if no Event of Default has occurred and is continuing) upon at least five Business Days' notice to such Lender and the Agent, negotiate or will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving LoansCredit Commitment, its undrawn Letter of Credit Commitment, the Swing Loans Advances owing to it, its participations in Letters of Credit and the Letters of CreditNote or Notes held by it); provided, however, that: that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations under and in respect of one or more of the Facilities, (ii) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of (x) the Revolving Credit Commitment of the assigning Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and (y) the undrawn Letter of Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance) shall in no event be less than $1,000,000, except (I) with the consent of unless, in each case, the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and otherwise agree, (iii) if each such assignment shall be to an Eligible Assignee is notAssignee, prior (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such assignmentprincipal amount and all other amounts payable to such Lender under this Agreement, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to and (vi) the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that no such recordation fee shall be payable in the case of an assignment made at the request of the Borrower. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive other than its rights under Sections 2.11, 2.14 and 8.04 to the payment in full of the Obligationsextent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit 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 Borrower. (d) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, Swing Loanwithout limitation, Letter all or a portion of Credit Obligationits Commitment, Reimbursement Obligationthe Advances owing to it and any Note or Notes held by it); provided, nor however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any Assignment and Acceptance or Assumption such Note for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Lenders shall be effective unless continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Borrower Information relating to the Borrower received by it is entered from such Lender. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Register Advances owing to it and any Note or Notes held by it) in due coursefavor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; , (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Sections 2.14 (Capital Adequacy), or 2.15 (Taxes) to the Eligible Assignee any payment in excess of the amount that Borrower would have been obligated to pay to such assigning Lender in respect of such interest had such assignment not been made, and provided, further, that, notwithstanding any other provision of this Section 11.210.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations 10.8 (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving LoansCommitment, the Swing Loans Advances owing to it and the Letters of CreditNote or Notes held by it); provided, however, that: that each such assignment shall be to an Eligible Assignee and the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except in the case of an assignment to a Lender Affiliate, a processing and recordation fee of Cdn.$3,500, and shall send to the Borrower an executed counterpart of such Assignment and Acceptance, and provided further, however, that (i) if any except in the case of an assignment to a Lender Affiliate, each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of all such Lender’s Revolving Credit Outstandings 's rights and Revolving Credit Commitment; obligations under this Agreement, (ii) the aggregate amount of the Commitment of the assigning Lender being assigned to the assignee pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event must be equal to or greater than Cdn.$10,000,000, or if less, the entire amount of such assigning Lender's "Commitment" (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of unless the Borrower and the Administrative Agent or (IIshall otherwise consent, which consent may be withheld for any reason) if such assignment is being made to a Lender or and must be an Affiliate or Approved Fund integral multiple of such Lender; and Cdn.$1,000,000, and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than except in the case of an assignment by a Schedule II Lender to an a Lender Affiliate thereof that is a Schedule III Bank, any assignment to a Lender Affiliate will not relieve the assigning Lender of its obligation to make Advances hereunder timely in accordance with the terms hereof in the event such Lender or Affiliate shall fail to do so. Upon the execution, delivery, acceptance and recording of each Assignment and Acceptance by any Agent or their respective Affiliates) the parties thereto, from and after the effective date specified in such Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, subject to clause (iii) above, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder(y) except in the circumstances contemplated in clause (iii) above, and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto, provided, however, such assigning Lender shall retain any claim with respect to any fee, interest, cost, expense or indemnity which accrues, or relates to an event that occurs, prior to the date of such assignment pursuant to Section 2.03, 2.06, 2.12, 2.13, 2.16 or 9.04) (b) By executing and delivering an Assignment and Acceptance, each 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, 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 66 Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or Parent or the performance or observance by the Borrower or Parent of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is (subject to approval in writing by the Borrower and the Administrative Agent to the extent required) 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 as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 9.02 a copy of each Assignment and Acceptance Acceptance, each New Lender Agreement and each Commitment Increase Agreement delivered to and accepted by it and a register (which register may be in electronic form) for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”"REGISTER"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance or Assumption Agreement, shall be effective unless executed by an assigning Lender and an assignee representing that it is entered an Eligible Assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice and its receipt of an executed counterpart of such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in due courseexchange for any surrendered Note or Notes a new Note to the order of such Eligible Assignee and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender. Any such new Note or Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. (e) 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 (including all or a 67 portion of its Commitment, and the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, (v) such Lender shall continue to be able to agree to any modification or amendment of this Agreement or any waiver hereunder without the consent, approval or vote of any such participant or group of participants, other than modifications, amendments and waivers which (A) postpone any date fixed for any payment of, or reduce any payment of, principal of or interest on such Lender's Advances or any facility fees or utilization fees payable under this Agreement, or (B) increase the amount of such Lender's Commitment in a manner which would have the effect of increasing the amount of a participant's participation, or (C) reduce the interest rate payable under this Agreement and such Lender's Advances, or (D) consent to the assignment or the transfer by the Borrower or Parent of their respective rights and obligations under the Agreement, and (vi) except as contemplated by the immediately preceding clause (v), no participant shall be deemed to be or to have any of the rights or obligations of a "Lender" hereunder. (f) Any Lender may, in connection with any 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 by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing for the benefit of the Borrower to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender in a manner consistent with Section 9.08. (g) Anything in this Agreement to the contrary notwithstanding, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including the Advances owing to it) and the Notes, if any, issued to it hereunder in favor of any United States Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System of the United States (or any successor regulation) and the applicable operating circular of such Federal Reserve Bank.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans, the Competitive Bid Loans and the Letters of Credit); provided, however, that: that (ii)(A) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment and (B) if any such assignment shall be of the assigning Lender’s Term Loans and Term Loan Commitment; , such assignment shall cover the same percentage of such Lender’s Term Loans and Term Loan Commitment, (ii) 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 no event (if less than the Assignor’s entire interest) be less than (x) in the case of any Revolving Credit Commitments (or in the event that the Revolving Credit Commitments are terminated, the Revolving Loans), $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of any Term Loan, $5,000,000 or an integral multiple of $500,000 in excess thereof, except except, in either case, (IA) with the consent of the U.S. Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld); or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the U.S. Borrower (which consents consent shall not be unreasonably withheld or delayed) and (iv) in the case of any assignment of any Revolving Loans or Revolving Credit Commitments, such assignment shall be subject to the prior consent of the Swing Loan Lender (which consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.212.2, the consent of the U.S. Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementand, shall be effective unless it is entered other than in the Register in due course.respect of assignments made pursuant to Section 2.18 (Substitution of Lenders) and Section 12.1

Assignments and Participations. (a) No Obligor may assign any of its rights or obligations hereunder or under the Notes without the prior consent of all of the Lenders and the Administrative Agent. (b) Each Lender may sellassign any of its Loans, transferits Notes, negotiate or assign to one or more Eligible Assignees all its Commitments, and, if such Lender is a Revolving Credit Lender, its Letter of Credit Interest (but only with the consent of, (x) in the case of its outstanding Commitments, the Borrower and the Administrative Agent, which consent in either case shall Credit Agreement not be unreasonably withheld and, (y) in the case of the Revolving Credit Commitment or a portion Letter of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving LoansCredit Interest, the Swing Loans and the Letters of CreditIssuing Lender); provided, however, provided that: (i) if any no such assignment consent by the Borrower, the Administrative Agent or the Issuing Lender shall be required in the case of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such any assignment shall cover the same percentage to another Lender (or any of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitmentits Affiliates); (ii) except to 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of extent the Borrower and the Administrative Agent or shall otherwise consent, any such partial assignment (IIother than to another Lender) if shall be in an amount at least equal to $5,000,000, and after giving effect thereto, the assigning Lender shall have Commitments and Loans in an aggregate amount of at least $5,000,000; (iii) each such assignment is being made to by a Lender of its Revolving Credit Loans, Revolving Credit Note, Revolving Credit Commitment or an Affiliate or Approved Fund Letter of Credit Interest shall be made in such Lendermanner so that the same portion of its Revolving Credit Loans, Revolving Credit Note, 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 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; and (iiiv) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject effected pursuant to an Assignment and Acceptance substantially in the prior consent form of Exhibit G hereto, executed by the Administrative Agent, each Issuer assigning Lender and the Borrower (which consents shall not be unreasonably withheld or delayed); assignee and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver delivered to the Administrative Agent, Agent for its acceptance and recording in the Register (as defined in clause (c) register referred to below), an . Upon execution and delivery of such Assignment and Acceptance. Upon such execution, deliveryand subject to the consent thereto by the Borrower, acceptance and recording in the Register and the receipt by the Administrative Agent from and the Issuing Lender to the extent required above, the assignee shall have, to the extent of an such assignment fee in (unless otherwise consented to by the amount Borrower, the Administrative Agent and the Issuing Lender), the obligations, rights and benefits of $3,500 (other than in the case of an assignment by a Lender hereunder holding the Commitment(s), Loans and, if applicable, Letter of Credit Interest (or portions thereof) assigned to an Affiliate of such Lender or by any Agent or their respective Affiliates) from it and after the effective date specified in such Assignment and Acceptance, Acceptance (i) the assignee thereunder shall become a party hereto and, in addition to the extent that rights Commitment(s), Loans and obligations under Letter of Credit Interest, if any, theretofore held by such assignee) and the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such assigning Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events Commitment(s) (or circumstances occurring prior to portion(s) thereof) so assigned. Upon each such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an Credit Agreement assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) pay the Administrative Agent an assignment fee of $3,000. The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying owing by the Reimbursement Obligations) owing Borrower to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”)time. The entries in the Revolving Credit Facility Register such register shall be conclusive and binding for all purposesconclusive, absent manifest in the absence of clearly demonstrable error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, therein as the case may be, owner of the Loan or Loans recorded therein for all purposes of this Agreement. The Revolving Credit Facility Register Such register shall be available for inspection by the Borrower and the Facility Agents any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) A Lender may sell or agree to sell to one or more other Persons (each a "Participant") a participation in all or any part of any Loans or Letter of Credit Interest held by it, or in its Commitments, provided that such Participant shall not have any rights or obligations under this Agreement or any Note or any other Loan Document (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). No Revolving Loan, Swing LoanAll amounts payable by the Borrower to any Lender under Section 5 hereof in respect of Loans, Letter of Credit ObligationInterest held by it, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementits Commitments, shall be effective unless 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 Loans, Letter of Credit Interest and Commitments in the same way that it is entered funding the portion of such Loans, 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) extend the term of such Lender's related Commitment or extend the amount or date of any scheduled reduction of such Commitment pursuant 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 payment of principal, (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such interest or fee or (v) consent to any modification, supplement or waiver hereof or of any of the other Loan Documents to the extent that the same, under Section 11.09 or 12.04 hereof, requires the consent of each Lender. Credit Agreement (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 12.06, 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 and its Notes to any Federal Reserve Bank as collateral security 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 Agreement and its Loans and its Notes to an affiliate. No such assignment shall release the assigning Lender from its obligations hereunder (except that such assignment shall release the assigning Lender to the extent the same is effected in accordance with the provisions of paragraph (b) above). (e) A Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the Register possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 12.12(b) hereof. (f) Anything in due coursethis Section 12.06 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, except that this paragraph (f) shall not prohibit any such assignment or participation to any Affiliate of the Borrower that is a bank or trust company organized under the laws of the United States of America or a State thereof and that is supervised by the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve. (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 Borrower shall maintain, or cause to be maintained, a register (which will be separate from the register referred to in the last sentence of Section 12.06(b) hereof) that, at the request of the Borrower, shall be kept by the Administrative Agent on behalf of the Borrower at no charge to the Borrower at the address to which notices to the Administrative Agent are to be sent hereunder, on which it enters the name of such Lender as the registered owner of each Registered Loan held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or otherwise transferred in whole or in part by registration of such assignment or transfer on such register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loan (and the Registered Note, if any, evidencing the same) may be effected by registration of such assignment or Credit Agreement transfer on such 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 transfer 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 transfer of any Registered Loan (and the Registered Note, if any, evidencing the same), the Borrower shall treat the Person in whose name such 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. The register referred to above in this Section 12.06(g) shall be available for inspection by the Borrower and any Lender that is a Registered Holder at any reasonable time upon reasonable prior notice.

Assignments and Participations. (a) The Companies may not assign or transfer any of their rights under this Financing Agreement, the Promissory Notes or the other Loan Documents without the prior written consent of the Agents and the Lenders, and any such assignment or transfer without the Agents and the Lenders' prior written consent shall be null and void. (b) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Term Loans, the Swing Revolving Loans and the Letters of CreditL/C Participations); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s 's Revolving Loans or Revolving Credit Outstandings and Revolving Credit CommitmentCommitment or any related L/C Participation, such assignment shall cover the same percentage of such Lender’s 's Revolving Credit Outstandings Loans and Revolving Credit Commitment; Commitment and L/C Participations, (ii) 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 no event (if less than the Assignor’s assigning Lender's entire interest) be less than $5,000,000 or an integral multiple and, unless such assigning Lender is assigning its entire interest, the aggregate amount retained by any such assigning Lender (determined as of such date) shall in no event be less than $1,000,000 5,000,000, except, in excess thereofeither case, except (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower Issuing Bank (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (bc) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and AcceptanceTransfer Agreement, together with any Promissory Note (if the assigning Lender's Loans are evidenced by a Promissory Note) subject to such assignment, and if any Revolving Loan or Revolving Credit Commitment is involved, shall at the same 107 time deliver a copy to the Issuing Bank. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 1,000 (other than in subject to any consents required pursuant to the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) preceding subparagraph), from and after the effective date specified in such Assignment and AcceptanceTransfer Agreement, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and AcceptanceTransfer Agreement, have the rights and obligations of a Lender, Lender and if such Lender were an Issuer, of such Issuer hereunder and thereunder, L/C Participant and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Financing Agreement have been assigned by it pursuant to such Assignment and AcceptanceTransfer Agreement, relinquish its rights (except those which that survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance Transfer Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (cd) The Administrative Agent shall maintain at its address referred to in Section 11.8 Paragraph 14.6 a copy of each Assignment and Acceptance Transfer Agreement delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Loans and, where applicable, Revolving Loans, Swing Loans and Letter Credit Percentage of Credit L/C Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or "). Any assignment pursuant to this Paragraph 14.13(d) shall not be effective until such assignment is recorded in the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, purposes absent manifest error, and each party to any of the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall Documents may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, such for all purposes of this Financing Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Companies, the Facility Agents Guarantors, the Agents, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Notwithstanding anything to the contrary contained in the preceding subparagraph of this Paragraph 14.13, the Loans (including the Promissory Notes evidencing the Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to the Loans shall be transferable only upon notation of such transfer in the Register. No Revolving A Promissory Note shall only evidence a Lender's or an assignee's right title and interest in and to the related Loan, Swing Loanand in no event is any such Promissory Note to be considered a bearer instrument or obligation. This Paragraph 14.13 shall be construed so that the Loans are at all times maintained in "registered form" within the meaning of Sections 163(f), Letter 871(h)(2) and 881(c)(2) of Credit Obligationthe Code and any related regulations (or any successor provisions of the Code or such regulations). Solely for purposes of this Paragraph and for tax purposes only, Reimbursement Obligationthe Administrative Agent shall act as the Companies' agent for purposes of maintaining such notations of transfer in the Register. (f) Upon its receipt of an Assignment and Transfer Agreement executed by an assigning Lender and an assignee, nor the Administrative Agent shall, if such Assignment and Transfer Agreement has been completed, and subject to any consents required pursuant to subparagraph (b) of this Paragraph 14.13, (i) accept such Assignment and Transfer Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Harvard (for it to give to the other Companies). Within five (5) Business Days after its receipt of such notice, the Companies, at their own expense, shall, if 108 requested by such assignee, execute and deliver to the Administrative Agent, new Promissory Notes to the order of such assignee in an amount equal to the Term Loans assigned to it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Promissory Note for exchange in connection with the assignment and has retained Term Loans hereunder, new Promissory Notes to the order of the assigning Lender in an amount equal to the Term Loans retained by it hereunder. Such new Promissory Notes shall be dated the same date as the surrendered Promissory Notes and be in substantially the form of Exhibit B or Assumption Exhibit C, as applicable. (g) In addition to the other assignment rights provided in this Paragraph 14.13, each Lender may assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to (i) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board without notice to or consent of the Companies or the Administrative Agent or the Issuing Bank and (ii) any trustee for the benefit of the holders of such Lender's securities; provided, however, that no such assignment shall release the assigning Lender from any of its obligations hereunder. (h) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents. The terms of such participation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any party to a Loan Document, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the parties to the Loan Documents), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral. In the event of the sale of any participation by any Lender, (A) such Lender's obligations under the Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (C) such Lender shall remain the holder of such Obligations for all purposes of this Financing Agreement and other relevant Loan Documents and (D) the Obligors, the Administrative Agent and the other Lenders and the Issuing Bank shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Financing Agreement and other relevant Loan Documents. Each participant shall be entitled to the benefits of Paragraph 10.11, Paragraph 10.13 and Paragraph 10.14 as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Companies shall not, at any time, be obligated to make under Paragraph 10.11, Paragraph 10.13 and Paragraph 10.14 to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Companies would have been obligated to pay to such Lender in respect of such interest had such participation not been sold. (i) The Obligors authorize each Lender to disclose to any participant or purchasing lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning such Obligors which has been delivered to such Lender by or on behalf of an Obligor pursuant to this Financing Agreement or which has been delivered to such Lender by or on behalf of an Obligor in connection with such Lender's credit evaluation of an Obligor prior to entering into this Financing Agreement, shall be effective unless provided that such Transferee agrees in writing to hold such information, to the extent it is entered marked confidential, in confidence. 109 (j) Notwithstanding any of the Register foregoing in due coursethis Paragraph 14.13, the Obligors shall, if necessary, execute any documents reasonably required to effectuate an assignment or transfer by a Lender contemplated by this Paragraph 14.13, including, without limitation, amendments to the Financing Agreement, the Promissory Notes or any other Loan Document, as the Administrative Agent shall reasonably deem necessary to effect the foregoing.

Assignments and Participations. (a) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the 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 sellassign 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 10.5, transfer(ii) by way of participation in accordance with the provisions of subsection (d) of this Section 10.5 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) (and any other attempted assignment or transfer by any party hereto shall be null and void, negotiate except as provided in the last sentence of Section 10.5(b)). 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 10.5 and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters Loans (including for purposes of Creditthis subsection (b), participations in Letter of Credit Outstandings and in Swingline Loans) at the time owing to it); provided, however, that: provided that (i) if any such except in the case of an assignment shall be of the entire remaining amount of the assigning Lender’s Revolving Credit Outstandings Commitment and Revolving Credit Commitmentthe Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this Section 10.5) with respect to a Lender, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (assignment, determined as of the date of the Assignment and Acceptance with respect to such assignment) assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Acceptance, as of the Trade Date, shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 or an integral multiple unless each of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment and, so long as no Event of Default has occurred and is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is notcontinuing, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower otherwise consents (which consents shall 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 providedobligations under this Agreement with respect to the Loans or the Commitment assigned, furtherexcept that this clause (ii) shall not apply to rights in respect of Swingline Loans; (iii) any assignment of a Commitment must be approved by the Administrative Agent (in its reasonable discretion) and, that, notwithstanding with respect to any other provision assignments of this Section 11.2the Revolving Credit Commitments, the consent of Issuing Bank and the Borrower shall Swingline Lender, unless the Person that is the proposed assignee is itself a Lender (whether or not be required for any assignment occurring when any Event of Default shall have occurred the proposed assignee would otherwise qualify as an Eligible Assignee or an Approved Fund); and be continuing. (biv) The the parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500. Upon such execution, delivery, Subject to acceptance and recording in the Register and the receipt thereof by the Administrative Agent from the assignee pursuant to subsection (c) of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) this Section 10.5, from and after the effective date specified in such each Assignment and Acceptance, (i) the assignee Eligible Assignee thereunder shall become be a party hereto to this Agreement and, to the extent that rights and obligations under of the Loan Documents have been interest assigned to such assignee pursuant to by such Assignment and Acceptance, have the rights and obligations of a LenderLender under this Agreement, and if such the assigning Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been of the interest assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or of the remaining portion of an assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 2.13, 10.6 and 10.7 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 10.5. (c) The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lenders, and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount amounts of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) Outstandings owing to to, each Lender and each Issuer pursuant to the terms hereof from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposesconclusive, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register pursuant to the terms hereof as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents any Lender, at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (d) Any Lender may at any time, Swing Loanwithout the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit ObligationOutstandings and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, Reimbursement Obligation(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, nor the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement 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 Assignment and Acceptance amendment, modification or Assumption 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 first proviso to Section 10.8 that directly affects such Participant. Subject to subsection (e) of this Section 10.5, the Borrower agrees that each Participant shall be effective entitled to the benefits of Sections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.5. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.2 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(b) as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Section 2.11 or 2.12 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 subject to Section 2.12(c) if it were a Lender shall not be entitled to the benefits of Section 2.12 unless the Borrower is entered notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.12(c) as though it were a Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) As used herein, the Register in due course.following terms have the following meanings:

Assignments and Participations. (a) Each Lender may sellmay, transferwith notice to and the consent of the Administrative Agent and the Borrower (such consents not to be unreasonably withheld, negotiate or provided that it shall not be deemed to be unreasonable for the Borrower to withhold such consent if such assignment would at the time of such assignment impose upon the Borrower an obligation to make any payment under Section 2.15), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of CreditAdvances owing to it); provided, however, provided that: (i) if any each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment;Lender under this Agreement (other than any right to make B Advances or B Advances owing to it), (ii) except in the aggregate case of an assignment by a Lender to one of its Affiliates or to another Lender, the amount of the Commitment of the assigning Lender 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 (if less than unless the Assignor’s entire interestBorrower and the Administrative Agent otherwise agree) be less than the lesser of (x) such Lender’s Commitment hereunder and (y) $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and, (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing.an Eligible Assignee, (biv) The the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, and (v) the parties to each such assignment (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,000. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed (and the Borrower and the Administrative Agent shall have consented to the relevant assignment) and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (d) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of each of the Lenders and the Issuersand, with respect to Lenders, the Revolving Credit Commitments of Commitment of, and principal amount of the Revolving LoansA Advances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each such Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as hereunder for the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (e) Each Lender may sell participations to one or more Persons (excluding any Persons primarily engaged in the insurance or mutual fund business) in or to all or a portion of its rights and obligations under this Agreement (including, Swing Loanwithout limitation, Letter all or a portion of Credit Obligationits Commitment and the Advances owing to it); provided, Reimbursement Obligationhowever, nor any Assignment that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and Acceptance or Assumption 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, (iv) in any proceeding under the Federal Bankruptcy Code in respect of the Borrower, such Lender shall be effective unless it is entered remain and be, to the fullest extent permitted by law, the sole representative with respect to the rights and obligations held in the Register name of such Lender (whether such rights or obligations are for such Lender’s own account or for the account of any participant) and (v) no participant under any such participation agreement shall have any right to approve any amendment or waiver of any provision of this Agreement, or to consent to any departure by the Borrower therefrom, except to the extent that any such amendment, waiver or consent would (x) reduce the principal of, or interest on, the Notes, in due courseeach case to the extent the same are subject to such participation, or (y) postpone any date fixed for the payment of principal of, or interest on, the Advances, in each case to the extent the same are subject to such participation. (f) Any Lender may, in connection with any permitted assignment or participation or proposed assignment or participation pursuant to this Section 8.06 and subject to the provisions of Section 8.12, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower or any of its Subsidiaries or Affiliates furnished to such Lender by or on behalf of the Borrower. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time, without the consent of the Agent or the Borrower, create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time, without the consent of the Agent or the Borrower, assign to an Affiliate of such Lender (excluding any Affiliate of such Lender primarily engaged in the insurance or mutual fund business) all or any portion of its rights (but not its obligations) under this Agreement.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings aggregate outstanding principal amount of Loans and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings aggregate outstanding principal amount of Loans and Revolving Credit Commitment; , (ii) 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 no event (if less than the Assignorassigning Lender’s entire interest) be less than $5,000,000 (which may be aggregated among Affiliates of a Lender) or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent Requisite Lenders or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Lender and the Borrower (which consents consent shall not be unreasonably withheld withheld, delayed or delayedconditioned); and provided, furtherhowever, that, notwithstanding any other provision of this Section 11.213.2, the consent of the Borrower shall not be required for any assignment occurring when that occurs after any Event of Default shall have occurred and be continuingoccurred. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 13.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Borrower, the Facility Agents Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance or Assumption Agreementexecuted by an assigning Lender and an assignee, shall be effective unless it is entered the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent, new Notes to the order of such assignee in due coursean amount equal to the Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitments retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit I hereto, as applicable. (e) In addition to the other assignment rights provided in this Section 13.2, each Lender may assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to (i) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board without notice to or consent of the Borrower or the Administrative Agent and (ii) any trustee for the benefit of the holders of such Lender’s Securities; provided, however, that no such assignment shall release the assigning Lender from any of its obligations hereunder. (f) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Loans). The terms of such participation shall not, in any event, require the participant’s consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights which such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would require the consent of each Lender in accordance with Section 13.1(a) hereof. In the event of the sale of any participation by any Lender, (A) such Lender’s obligations under the Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (C) such Lender shall remain the holder of such Obligations for all purposes of this Agreement, and (D) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.14(c), 2.14(d), 2.14(e), 2.15 and 2.16 as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to pay to any participant of any interest of any Lender, under Section 2.14(c), 2.14(d), 2.14(e), 2.15 or 2.16, any sum in excess of the sum which the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if for any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; , (ii) 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 no event (if less than the Assignor’s entire interest) be less than $€5,000,000 or an integral multiple of $1,000,000 €500,000 in excess thereofthereof and except, except in either case, (IA) with the consent of the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld); or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.212.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementand, shall be effective unless it is entered other than in the Register in due course.respect of assignments made pursuant to Section 2.18 (Substitution of Lenders) and Section 12.1

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving LoansCommitments, the Swing Loans owing to it and the Letters of CreditNote or Notes held by it); provided, however, that: : (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations under this Agreement, (ii) the aggregate amount of the Commitments and/or Loans of the assigning Lender being assigned pursuant to each such assignment other than an assignment to another Lender (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 or 10,000,000 and shall be an integral multiple of $1,000,000 in excess thereof, except TERM LOAN AGREEMENT FMC CORPORATION 74 WEIL:\98220939\8\35899.0612 (Iiii) with each such assignment shall be to an Eligible Assignee, and (unless such assignment shall be to a Lender, an Affiliate of such Lender, a Subsidiary of the consent assigning Lender, or to the bank holding company or a Subsidiary of the bank holding company of which the assigning Lender is a Subsidiary) the Borrower and the Administrative Agent or (II) if shall have consented to such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required if an Event of Default under Section 7.01(a) or (e) has occurred and provided, is continuing; provided further, that, notwithstanding any other provision of this Section 11.2, that the consent of the Borrower shall not be required for deemed to have been received with respect to any such proposed assignment occurring when any Event unless the Borrower has notified the Administrative Agent in writing of Default shall have occurred its objection thereto within 10 Business Days of the Borrower’s receipt of written notice thereof, and be continuing. (biv) The the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 paid by either the assigning Lender or the assignee; provided that the Administrative Agent may, in its sole discretion, elect to waive such recordation fee in the case of any such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shallshall relinquish its rights and be released from its obligations under this Agreement, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance. Notwithstanding anything to the contrary contained herein except for the conditions set for in clause (iv) of this Section 9.07(a), relinquish its rights any Lender (except those a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of a Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). 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 indebtedness 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 proceedings under the Obligationslaws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.07 except for the conditions set forth in clause (iii) of this Section 9.07(a), any SPC may (i) with notice to, but without the prior written consent of, the Borrower and be released from the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the Loan Documents, financial statements referred to in Section 5.03 and such other than those relating documents and information as it has deemed appropriate to events or circumstances occurring prior make its own credit analysis and decision to enter into such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights Acceptance; (iv) such assignee will, independently and obligations under the Loan Documentswithout reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall cease deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a party hereto)Lender. (c) [Intentionally Deleted]. (d) The Administrative Agent Agent, acting solely for this purpose as a non- fiduciary agent of the Borrower, shall maintain at its address referred to in Section 11.8 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount and interest amounts of the Revolving LoansLoans owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter The Administrative Agent shall provide the Borrower with a copy of Credit Obligation, Reimbursement Obligation, nor any the Register upon reasonable request. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Assumption Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C-1 hereto, (1) accept (f) Each Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent or any other Person, sell participations to one or more banks or other entities (other than (x) any natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person), (y) the Borrower or any Affiliates of the Borrower or (z) any Defaulting Lender) in or to a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the Loans owing to it and the Note or Notes held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitments hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, (v) except in the case of a participation involving a Lender and one of its Affiliates (and this exception shall apply only so long as the participant remains an Affiliate of such Lender), the parties to each such participation shall execute a participation agreement in substantially the form of the Participation Agreement, and (vi) no participant under any such participation shall have any right to approve any amendment to or waiver of any provision of any Loan Document, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would alter the principal of, or interest on, the Loan or Loans in which such participant is participating or any fees or other amounts payable to the Lenders hereunder, or postpone any date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder. Each Lender shall provide the Borrower with a list of entities party to all Participation Agreements with such Lender upon request. Notwithstanding anything in this paragraph to the contrary, any bank that is a member of the Farm Credit System that (a) has purchased a participation of at least $10,000,000 on or after the Effective Date, (b) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (c) receives the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be effective unless entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar-for-dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of an assignee as set forth in Exhibit C-1 hereto and (ii) state the dollar amount of the participation purchased. The Borrower and the Administrative Agent shall be 9.05 as though it is entered were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal and interest amounts of each participant’s interest in the Loans or other obligations hereunder (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in due courseany Loan or other obligation hereunder) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Xxxxxxx 0x.000−0(x) xx xxx Xxxxxx Xxxxxx Treasury Regulations. The entries in the Participant Register shall be conclusive and binding for all purposes, absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving LoansCommitment, the Swing Loans Advance owing to it and the Letters of CreditNote held by it); provided, however, that: that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Commitment and Advance of the assigning Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereofU.S.$2,000,000, except (Iiii) with unless the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a an existing Lender or an Affiliate or Approved Fund of the assigning Lender, the Borrower shall have notified the assigning Lender within five Business Days of the Borrower's receipt of notice of such Lender; and (iii) if such Eligible Assignee is not, prior to assignment of the date Borrower's approval of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, assignment (such assignment shall be subject approval not to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); ) and providedif the Borrower has not notified the assigning Lender of its approval or disapproval of such assignment by such date, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for deemed to have given its approval, (iv) any assignment occurring when at any Event date prior to the date 60 days after the Restatement Effective Date shall be made on the last day of Default shall have occurred an Interest Period, and be continuing. (bv) The the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (such acceptance not to be withheld if the conditions set forth above in this Section 9.07 are satisfied) and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of U.S.$3,000. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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, any other Loan Document, or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, the Guarantor or any of their respective Subsidiaries or with respect to the performance or observance by the Borrower, the Guarantor or any of their respective Subsidiaries of any of their obligations under this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement and each other Loan Document, together with copies of the financial statements referred to in Section 4.02(g) 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 Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee or an Affiliate of the assignor; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees to be bound by the terms of this Agreement. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) Advance owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Guarantor, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Borrower, the Facility Agents Guarantor or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit 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 Borrower. Within five Business Days after its receipt of such notice, the Borrower (but only if the Borrower has approved the assignment in accordance with Section 9.07(a)), at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note a new Note payable to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it or Assumption Agreementthe Advance assigned to it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment or a portion of its Advance hereunder, a new Note payable to the order of the assigning Lender in an amount equal to the Commitment or Advance retained by it hereunder. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the effective unless date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. (e) Each Lender may sell participations in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advance owing to it is entered and the Note held by it) to any Eligible Assignee; provided, however that (i) such Lender's obligations under this Agreement (including, without limitation, each 2001 Lenders' Commitments) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Guarantor, 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 (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by the Register Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in due courseeach case to the extent subject to such participation, postpone the Maturity Date or any date fixed for any payment of interest on the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advance owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect the Advance or Advances owing to the Revolving Loans, the Swing Loans it and the Letters of CreditNote held by it); provided, however, that: that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a uniform, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the aggregate amount of the Advance or Advances of the assigning Lender 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 (if less than the Assignor’s entire interest) be less than U.S. $5,000,000 3,000,000 or an a higher integral multiple of U.S. $1,000,000 in excess thereof1,000,000, except (Iiii) with unless the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a an existing Lender or an Affiliate or Approved Fund of the assigning Lender, the Borrower shall have notified the assigning Lender within five Business Days of the Borrower's receipt of notice of such Lender; and (iii) if such Eligible Assignee is not, prior to assignment of the date Borrower's approval of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, assignment (such assignment shall be subject approval not to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); ) and providedif the Borrower has not notified the assigning Lender of its approval or disapproval of such assignment by such date, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for deemed to have given its approval, (iv) any assignment occurring when at any Event date prior to the date 60 days after the Restatement Effective Date shall be made on the last day of Default shall have occurred an Interest Period, and be continuing. (bv) The the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (such acceptance not to be withheld if the conditions set forth above in this Section 8.07 are satisfied) and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of U.S. $3,000. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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, any other Loan Document, or any other instrument or document famished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or with respect to the performance or observance by the Borrower or any of its Subsidiaries of any of its obligations under this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement and each other Loan Document, 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee or an Affiliate of the assignor; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees to be bound by the terms of this Agreement. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvance or Advances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance or Assumption Agreementexecuted by an assigning Lender and an assignee, together with any Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower (but only if the Borrower has approved the assignment in accordance with Section 8.07(a)), at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note a new Note payable to the order of such Eligible Assignee in an amount equal to the Advance assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a portion of its Advance hereunder, a new Note payable to the order of the assigning Lender in an amount equal to the Advance retained by it hereunder. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be effective unless dated the Restatement Effective Date and shall otherwise be in substantially the form of Exhibit A hereto. (e) Each Lender may sell participations in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Advance or Advances owing to it is entered and the Note held by it) to any Eligible Assignee; provided, however that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by the Register Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in due courseeach case to the extent subject to such participation, postpone the Maturity Date or any date fixed for any payment of interest on the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advance or Advances owing to it and the Note held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations hereunder under this Agreement (including without limitation all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it and either outstanding Advances or Commitments); provided that (i) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of its a Lender's rights and obligations with respect to the Revolving Loansunder this Agreement, the Swing Loans amount of the Advances and the Letters of Credit); provided, however, that: (i) if any such assignment shall be unfunded Commitment of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 or (except that this clause shall not prohibit the assignment of a Fronting Commitment as contemplated by Section 2.02 in an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior amount equal to the date of Advance that the Initial Lender would have made but for such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to ) and (ii) the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note subject to such assignment and, except in the case of an assignment by the Initial Lender, a processing and recordation fee of $3,500. Notwithstanding the foregoing, nothing in this Section shall be construed to prohibit the assignment of a proportionate part of all of the assigning Lender's rights and obligations in respect of (A) Advances separately from (or without assigning) Commitments, (B) Commitments separately from (or without assigning) Advances, (C) Tranche A Commitments or Tranche A Advances separately from (or without assigning) Tranche B Commitments or Tranche B Advances or (D) Tranche B Commitments or Tranche B Advances separately from (or without assigning) Tranche A Commitments or Tranche A Advances. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documentsthis Agreement, such Lender shall upon such assignment cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the Intercreditor Agreement, 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement and the Intercreditor Agreement are required to be performed by it as a Lender. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, the Lenders Collateral Agent and the Issuers shall Lenders may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Assumption AgreementNotes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt written notice thereof to the Borrower. Within five Business Days after its receipt of such notice and at the request of such assignee Lender, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for any surrendered Note a new Note to the order of such Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective unless date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A. (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including without limitation all or a portion of its Commitment, the Advances owing to it is entered in and the Register in due course.Note or Notes held by it); provided that (i) such

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s 's Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s 's Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof and after giving effect to such assignment the assigning Lender holds Revolving Credit Outstandings and Revolving Credit Commitments of at least $5,000,000, except in either case (IA) the entire amount held by the assigning Lender is assigned or (B) with the consent of the Borrower and the Administrative Agent or (IIC) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Revolving Credit Note (if the assigning Lender's Loans are evidenced by a Revolving Credit Note) subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a LenderLender and, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, thereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or "). Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Borrower, the Facility Agents Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Notwithstanding anything to the contrary contained in clause (c) , the Loans (including the Revolving Credit Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall be transferable only upon notation of such transfer in the Register. No A Revolving Credit Note shall only evidence the Lender's or an assignee's right title and interest in and to the related Loan, Swing Loanand in no event is any such Revolving Credit Note to be considered a bearer instrument or obligation. This Section 11.2 shall be construed so that the Loans are at all times maintained in "registered form" within the meaning of Sections 163(f), Letter 871(h)(2) and 881(c)(2) of Credit Obligationthe Internal Revenue Code and any related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this and for tax purposes only, Reimbursement Obligation, nor any the Administrative Agent shall act as the Borrower's agent for purposes of maintaining such notations of transfer in the Register. (e) Upon its receipt of an Assignment and Acceptance or Assumption Agreementexecuted by an assigning Lender and an assignee, shall be effective unless it is entered the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent, new Revolving Credit Notes to the order of such assignee in due coursean amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Revolving Credit Note for exchange in connection with the assignment and has retained Revolving Credit Commitments hereunder, new Revolving Credit Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitments retained by it hereunder. Such new Revolving Credit Notes shall be dated the same date as the surrendered Revolving Credit Notes and be in substantially the form of Exhibit B (Form of Revolving Credit Note). (f) In addition to the other assignment rights provided in this Section 11.2, each Lender may (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once 100 SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder, provided, however, that nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement), and (ii) assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to (x) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board without notice to or consent of the Borrower or the Administrative Agent, (y) any trustee for the benefit of the holders of such Lender's Securities and (z) to any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above; and provided, further, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above. The parties hereto acknowledge and agree 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 such Special Purpose Vehicle, it will not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). (g) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Revolving Loans and Letters of Credit). The terms of such participation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.8(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender's obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Section s 2.15 (Capital Adequacy) and 2.16 (Taxes) and of Section 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.15 (Capital Adequacy) or 2.16 (Taxes) or Section 2.14(d) (Special Provisions Governing Eurodollar Rate Loans) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold. (h) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrower, the Administrative Agent, such Issuer and such Lender. If any Issuer ceases to be a Lender SECOND AMENDED AND RESTATED CREDIT AGREEMENT AVIALL SERVICES, INC. hereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the effective date of such cessation, such Issuer's obligations to Issue Letters of Credit pursuant to Section 2.4 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date.

Assignments and Participations. (a) No Obligor may assign any of its rights or obligations hereunder or under the Notes without the prior consent of all of the Lenders and the Administrative Agent. (b) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion any of its rights Loan, its Notes, and obligations hereunder its Commitments (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) but only with the consent of the Borrower Borrowers and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which such consents shall not to be unreasonably withheld or delayed); provided that (i) no such consent by the Borrowers or the Administrative Agent shall be required in the case of any assignment to another Lender; (ii) any such partial assignment (other than an assignment pursuant to Section 2.01(b) hereof) shall be in an amount at least equal to U.S.$5,000,000; (iii) each such assignment by a Lender of its Loans, Notes or Commitments shall be made in such manner so that the same portion of its Loans, Notes and providedCommitments is assigned to the respective assignee; and (iv) at the time of such assignment, furtherthe assignee is registered with the Mexican Secretaria de Hacienda y Credito Publico for purposes of Article 154, thatSection 1, notwithstanding any of the Mexican Ley de Impuesto Sobre la Renta (but only if such registration is required to avoid the imposition of income taxes in excess of the lowest applicable rate in effect at the time of such assignment on amounts payable by the Borrower to such assignee hereunder (other provision than principal of this Section 11.2the Loans) required to be withheld and paid by the Borrowers for account of such assignee. Upon execution and delivery by the assignee to the Borrowers and the Administrative Agent of an instrument in writing pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitments and Loans specified in such instrument, 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 provided in such assignment with the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred Borrowers and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment the obligations, rights and Acceptance. Upon benefits of a Lender hereunder holding the Commitments and Loans (or portions thereof) assigned to it (in addition to the Commitments and Loans, if any, theretofore held by such execution, delivery, acceptance and recording in the Register assignee) and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a assigning Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events Commitments (or circumstances occurring prior to portion thereof) so assigned. Upon each such assignment (and, in other than an assignment pursuant to Section 2.0l(b) hereof the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto)pay the Administrative Agent an assignment fee of $3,500. (c) The A Lender may sell or agree to sell to one or more other Persons a participation in all or any part of any Loan held by it, or in any of its Commitments (provided that any such partial participation shall be in an amount at least equal to U.S.$5,000,000), in which event each purchaser of a participation (a "Participant") shall be entitled to the rights and benefits of the provisions of Section 9.01(f) hereof with respect to its participation in such Loan and Commitment as if (and the Borrowers shall be directly obligated to such Participant under such provisions as if) such Participant were a "Lender" for purposes of said Section, but, except as otherwise provided in Section 4.07(c) hereof, shall not have any other rights or benefits under this Agreement or any Note or any other Basic Document (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). All amounts payable by the Borrowers to any Lender under Section 5 hereof in respect of a Loan held by it, and any of its Commitments, shall be determined as if such Lender had not sold or agreed to sell any participations in such Loan and Commitment, and as if such Lender were funding each of such Loan and Commitment in the same way that it is funding the portion of such Loan and Commitment in which no participations have been sold. 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 Basic 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, or extend the time or waive any requirement for the reduction or termination, of such Lender's Commitments, (ii) extend the date fixed for the payment of principal of or interest on the Loan or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the Participant, to a level below the rate at which the Participant is entitled to receive such interest or fee, (v) alter the rights or obligations of the Borrowers to prepay the Loans or (vi) consent to any modification, supplement or waiver hereof or of any of the other Basic Documents to the extent that the same, under Section 11.10 or 12.05 hereof, requires the consent of each Lender. (d) In addition to the assignments and participations permitted under the foregoing provisions of this Section 12.07, any Lender may (without notice to the Borrowers, the Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each or any other Lender and each Issuer without payment of any fee) (i) assign and pledge all or any portion of its Loan and its Note to any Federal Reserve Bank as collateral security 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 Agreement and its Loan and its Note to an affiliate. No such assignment shall release the assigning Lender from its obligations hereunder. (e) A Lender may furnish any information concerning the Parent or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). (f) Anything in this Section 12.07 to the “Revolving Credit Facility Register” contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to any Obligor or any Affiliate or Subsidiary of any Obligor without the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat prior consent of each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due courseLender.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights Commitments, commitment to issue Letters of Credit, the Loans and obligations hereunder (including all Letter of Credit Obligations owing to it and a commensurate portion of its rights and obligations with respect to hereunder and under the Revolving Loans, the Swing Loans and the Letters of Credit)other Loan Documents; provided, however, that: that (i) if any each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s 's rights and obligations as a Lender making Revolving Credit Outstandings and Revolving Credit CommitmentLoans under this Agreement, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount of the Commitment, Loans and participation in Letter of Credit Obligations 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 (if less than the Assignor’s 's entire interest) be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower Company and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such existing Lender; and , (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower Company (which consents consent shall not be unreasonably withheld withheld) and (iv) in the case of any Initial Lender unless such assignment is an assignment of such Initial Lender's entire interest in the Loans such Initial Lender is required to retain an interest in the Loans equal to at least $15,000,000 (except as such Initial Lender's interest in the Loans may be reduced below $15,000,000 by scheduled repayments or delayedprepayments, whether mandatory or optional); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) . The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Revolving Credit Note (or an Affidavit or Loss and Indemnity with respect to such Revolving Credit Note satisfactory to the Administrative Agent) subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee in respect thereof of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) 2,500, from and after the effective date specified in such Assignment and Acceptance, (iA) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were was an Issuer, of such Issuer hereunder and thereunder, and (iiB) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any of the statements, warranties or representations made in or in connection with this Agreement or any other Loan Document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company 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 or of any other instrument or document furnished pursuant hereto or thereto; (iii) such assigning Lender confirms that it has delivered to the assignee and the assignee confirms that it has received a copy of this Agreement and each of the Loan Documents together with a copy of the most recent financial statements delivered by the Company to the Lenders pursuant to each of the clauses of Section 6.11 (or if no such statements have been delivered, the financial statements referred to in Section 4.5 of this Agreement) 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 Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the 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 thereto; (vii) Subsection 2.15(f) and Section 11.7 have been complied with; and (viii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender and if such assignor Lender was the Issuer, as the Issuer. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 11.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitments of, the Revolving commitments to issue Letters of Credit, Letter of Credit Commitments of Obligations owing to, and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an the Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Borrower, the Facility Agents Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, together with any Revolving Credit Note, issued pursuant to Section 2.6(h), subject to such assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company. No Within 10 Business Days after its receipt of such notice and a request therefor, the Company, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for such surrendered Revolving LoanCredit Note, Swing Loannew notes to the order of such Eligible Assignee in an amount equal to the Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained Commitments hereunder, new notes to the order of the assigning Lender in an amount equal to the Commitments retained by it hereunder. (e) In addition to the other assignment rights provided in this Section 11.7, each Lender may assign, as collateral or otherwise, any of its rights under this Agreement to any Federal Reserve Bank without notice to or consent of the Company or the Administrative Agent; provided, however, that no such assignment shall release the assigning Lender from any of its obligations hereunder. The terms and conditions of any such assignment and the documentation evidencing such assignment shall be in form and substance satisfactory to the assigning Lender and the assignee Federal Reserve Bank. (f) Each Lender may sell participations to one or more banks or other Persons in or to all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitments, commitment to issue Letters of Credit, the Letter of Credit ObligationObligations owing to it, Reimbursement Obligationand the Loans owing to it). Each Lender will notify the Administrative Agent (which shall promptly notify the Borrower) of any such participations. The terms of such participation shall not, nor in any Assignment event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights which such Lender may have under or in respect of the Loan Documents (including, without limitation, the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with the Loan Documents. In the event of the sale of any participation by any Lender, (A) such Lender's obligations under the Loan Documents (including, without limitation, its Commitments and Acceptance or Assumption commitment hereunder to issue Letters of Credit) shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) such Lender shall remain the holder of such Notes and Obligations for all purposes of this Agreement, and (D) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. (g) The Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Administrative Agent and the parties thereto. (h) Subject to clause (D) of the last sentence of Subsection 11.7(f), each participant shall be effective unless entitled to the benefits of Sections 2.11, 2.13 and 2.15 as if it is entered were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Company shall not, at any time, be obligated to pay, in the Register aggregate, to or for the benefit of the participants of the interest of any Lender and such Lender, under Section 2.11, 2.13 or 2.15, any sum in due courseexcess of the sum which the Company would have been obligated to pay to such assigning Lender in respect of such interest had such participations not been sold.

Assignments and Participations. (a) Each Lender may sellmay, transferwith the consent of the Administrative Agent, negotiate or and, so long as no Event of Default has occurred and is continuing, with the consent of the Appropriate Borrower (in each case, such consent not to be unreasonably withheld), assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); PROVIDED, HOWEVER, that no consent by either Borrower or the Administrative Agent shall be required for an assignment to any Person who is an Affiliate of such Lender, and PROVIDED FURTHER that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one or more Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of its a Lender's rights and obligations under this Agreement or all of a Lender's rights and obligations with respect to the Revolving Loansits Term B Commitment, the Swing Loans and amount of the Letters of Credit); provided, however, that: (i) if any such assignment shall be Commitment of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount Lender 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 (if less than the Assignor’s entire interest) be less than $5,000,000 99 (or an integral multiple multiples of $1,000,000 in excess thereof), except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to an Eligible Assignee, and (vi) the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance. , together with any Note or Notes subject to such assignment and, other than in the case of an assignment to an Affiliate of such Lender, a processing and recordation fee of $3,000; PROVIDED, HOWEVER, that the foregoing processing and recordation fee for any assignment made pursuant to this Section 9.07 on or prior to March 31, 1998 which is, in the opinion of the Administrative Agent, associated with the original syndication of the Facilities, will be waived. (b) Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a LenderLender or Issuing Bank, and if such Lender were an Issueras the case may be, of such Issuer hereunder and thereunder, and (iiy) the Lender or Issuing Bank assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's or Issuing Bank's rights and obligations under the Loan Documentsthis Agreement, such Lender or Issuing Bank shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the Lender Party 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, 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 any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to the financial condition of either Borrower or any other Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning 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; (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 and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender or Issuing Bank, as the case may be. (d) The Administrative Agent Agent, acting for this purpose (but only for this purpose) as the agent of the Borrowers, shall maintain at its address referred to in Section 11.8 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lender Parties and the IssuersCommitment under each Facility of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing under each Facility to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer Party from time to time (the “Revolving Credit Facility Register” or the “Register”"REGISTER"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrowers, the Administrative Agent, the Lenders Agent and the Issuers Lender Parties shall treat each Person whose name is recorded in the Revolving Credit Facility 100 Register as a Lender or as an Issuer, as the case may be, Party hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents Borrowers 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 executed by an assigning Lender Party and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit 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 Appropriate Borrower. No Revolving LoanIn the case of any assignment by a Lender, Swing Loanwithin five Business Days after its receipt of such notice, the Appropriate Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under a Facility pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder under such Facility, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit X-0, X-0, X-0 or A-4 hereto, as the case may be. (f) The Issuing Bank may, with the consent of the Administrative Agent, and, so long as no Event of Default shall have occurred and be continuing, with the consent of the U.S. Borrower (such consent not to be unreasonably withheld), assign to an Eligible Assignee all of its rights and obligations under the undrawn portion of its Letter of Credit ObligationCommitment at any time; PROVIDED, Reimbursement ObligationHOWEVER, nor any that (i) each such assignment shall be to an Eligible Assignee and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Acceptance, together with a processing and recordation fee of $3,000. (g) Each Lender Party may sell participations to one or Assumption more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes (if any) held by it); PROVIDED, HOWEVER, that (i) such Lender Party's rights and obligations under this Agreement (including, without limitation, its Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender Party shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrowers, the Administrative Agent and the other Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such Lender Party's rights and obligations under this Agreement, (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest (other than increased interest following Default pursuant to Section 2.07(b)) on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any Termination Date, or date fixed for payment of interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release the U.S. Borrower from its Obligations under Article VI hereof, or all or substantially all of the Collateral, and (vi) neither Borrower shall be effective unless subject to any increased liability to any Lender Party pursuant to this Agreement by virtue of such participation. (h) Any Lender Party may, in connection with any 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 Borrowers furnished to such Lender Party by or on behalf of the Borrowers; PROVIDED, HOWEVER, that, prior to any such disclosure, the assignee 101 or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it is entered from such Lender Party. (i) Notwithstanding any other provision set forth in this Agreement, any Lender Party may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Register Advances owing to it and the Note or Notes held by it) in due coursefavor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) (A) if any such assignment shall be of the assigning Lender’s Revolving Credit 's Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit 's Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignor’s 's entire interest) be less than $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) except, in either case, with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing; and provided, further, that no such sale, transfer, negotiation or assignment shall be permitted if, after giving effect to such sale, transfer, negotiation or assignment, Affiliates of the Borrower that are Lenders would hold, collectively, greater than or equal to 50% of the outstanding Loans or Commitments, as the case may be, under the Facility. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender's Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for shall record in the recording of Register the names and addresses of the Lenders and Issuers and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Reimbursement Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time and the Commitments of each Lender. Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the “Revolving Credit Facility Register” Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent new Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitments and Loans retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B (Form of Note). (e) In addition to the other assignment rights provided in this Section 11.2, each Lender may do each of the following: (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder; provided, however, that (A) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (B) such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and (ii) assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agent or the “Register”Borrower, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B) without consent of the Administrative Agent or the Borrower, (1) any holder of, or trustee for the benefit of, the holders of such Lender's Securities and (2) any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above; provided, however, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (e) or clause (f) below. Each party hereto acknowledges and agrees 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 such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations). The entries in terms of the Revolving Credit Facility Register designation of, or assignment to, such Special Purpose Vehicle shall not restrict such Lender's ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the departure by the Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and the Lenders, Issuers and other Secured Parties shall continue to, and shall be conclusive entitled to continue to, deal solely and binding for directly with such Lender in connection with such Lender's obligations under this Agreement, to the extent any such consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend this clause (e) or postpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Sections 2.14 (Capital Adequacy), 2.15 (Taxes) and 2.13(d) (Illegality) as if it were such Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.14 (Capital Adequacy), 2.15 (Taxes) or 2.13(d) (Illegality) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders. (f) Each Lender may sell participations to one or more Persons in or to all purposesor a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Loans and Letters of Credit). The terms of such participation shall not, absent manifest errorin any event, and require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.8 (b) (Collateral and Guarantee Matters). In the event of the sale of any participation by any Lender, (w) such Lender's obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.14 (Capital Adequacy), 2.15 (Taxes) and 2.13(d) (Illegality) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to make under Section 2.14 (Capital Adequacy), Section 2.15 (Taxes) or Section 2.13(d) (Illegality) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold and provided, further, that such participant in the rights and obligations of such Lender shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders. (g) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrower, the Administrative Agent, such Issuer and such Lender, subject to the Lenders and the Issuers shall treat each Person whose name is recorded provisions of Section 2.6 (b) (Evidence of Debt) relating to notations of transfer in the Revolving Credit Facility Register as Register. If any Issuer ceases to be a Lender or as an Issuerhereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the case may beeffective date of such cessation, for all purposes such Issuer's obligations to Issue any Letters of this Agreement. The Revolving Credit Facility Register pursuant to Section 2.3 (Letters of Credit) shall terminate and such Issuer shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time an Issuer hereunder only with respect to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter outstanding Letters of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due courseissued prior to such date.

Assignments and Participations. (a) Each Lender may sellmay, transferwith notice to and the consent of the Administrative Agent and the Borrower (such consents not to be unreasonably withheld, negotiate or provided that it shall not be deemed to be unreasonable for the Borrower to withhold such consent if such assignment would at the time of such assignment impose upon the Borrower an obligation to make any payment under Section 2.14), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of CreditAdvances owing to it); provided, howeverthat no such consent shall be required in the case of an assignment by any Lender to another Lender; and provided further, that: (i) if any each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment;Lender under this Agreement, (ii) except in the aggregate case of an assignment by a Lender to one of its Affiliates or to another Lender, the amount of the Commitment of the assigning Lender 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 (if less than unless the Assignor’s entire interestBorrower and the Administrative Agent otherwise agree) be less than the lesser of (x) such Lender’s Commitment hereunder and (y) $5,000,000 10,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and, (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing.an Eligible Assignee, (biv) The the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, and (v) the parties to each such assignment (other than the Borrower) shall deliver to the Administrative Agent a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance Table of Contents covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the 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 Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed (and the Borrower and the Administrative Agent shall have consented to the relevant assignment) and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (d) The Administrative Agent shall maintain at its address referred to in Section 11.8 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording recordation of the names and addresses of each of the Lenders and the Issuersand, with respect to Lenders, the Revolving Credit Commitments of Commitment of, and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each such Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as hereunder for the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving LoanTable of Contents (e) Each Lender may sell participations to one or more Persons (excluding any Persons primarily engaged in the insurance or mutual fund business) in or to all or a portion of its rights and obligations under this Agreement (including, Swing Loanwithout limitation, Letter all or a portion of Credit Obligationits Commitment and the Advances owing to it); provided, Reimbursement Obligationhowever, nor any Assignment that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and Acceptance or Assumption 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, (iv) in any proceeding under the Federal Bankruptcy Code in respect of the Borrower, such Lender shall remain and be, to the fullest extent permitted by law, the sole representative with respect to the rights and obligations held in the name of such Lender (whether such rights or obligations are for such Lender’s own account or for the account of any participant) and (v) no participant under any such participation agreement shall have any right to approve any amendment or waiver of any provision of this Agreement, or to consent to any departure by the Borrower therefrom, except to the extent that any such amendment, waiver or consent would (x) reduce the principal of, or interest on, the Notes, in each case to the extent the same are subject to such participation, or (y) postpone any date fixed for the payment of principal of, or interest on, the Advances, in each case to the extent the same are subject to such participation. (f) Any Lender may, in connection with any permitted assignment or participation or proposed assignment or participation pursuant to this Section 8.06 and subject to the provisions of Section 8.12, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower or any of its Subsidiaries or Affiliates furnished to such Lender by or on behalf of the Borrower. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time, without the consent of the Agent or the Borrower, create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”) under the Granting Lender’s control, identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be effective unless 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 no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall Table of Contents remain with the Granting Lender). 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 indebtedness of any SPC, it is entered will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this paragraph (h), any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to the Granting Lender or to any Eligible Assignee (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Advances and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This paragraph (h) may not be amended without the written consent of the SPC. (i) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time, without the consent of the Agent or the Borrower, assign to an Affiliate of such Lender (excluding any Affiliate of such Lender primarily engaged in the Register in due courseinsurance or mutual fund business) all or any portion of its rights (but not its obligations) under this Agreement.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (other than to any Disqualified Institution) all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignorassignor’s entire interest) be less than (x) in the case of Revolving Credit Outstandings and Revolving Credit Commitments, $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in the case of Term Loans, $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and a Lender (other than any Disqualified Institution), (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a LenderLender (other than any Disqualified Institution), such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents shall not be unreasonably withheld or delayed)) and (iv) if such Eligible Assignee is not, prior to the date of such assignment, a Revolving Credit Lender or an Affiliate of a Revolving Credit Lender, any such assignment with respect to Revolving Credit Outstandings and Revolving Credit Commitments shall be subject to the prior consent of each Issuer and Swing Lender; and provided, however that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default under Section 9.1(a), (b) or (f) (Events of Default) shall have occurred and be continuingcontinuing and (v) no Revolving Credit Commitments or Revolving Loans may be assigned to any Affiliated Lender. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreementand, shall be effective unless it is entered other than in the Register in due course.respect of assignments made pursuant to Section 2.17(b) (Mitigation Obligations; Substitution of Lenders) and Section 11.1(c)

Assignments and Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may sellassign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank then committed to make advances or extend letters of credit to it (other than an assignment effectuated by a merger or consolidation permitted by Section 5.2(e) to the surviving Person referred to herein). No Total Facility Bank 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, transfer(ii) by way of participation in accordance with the provisions of subsection (d) of this Section, negotiate or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) or (h) 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 Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of CreditAdvances at the time owing to it); provided, however, that: provided that (i) if any such except in the case of an assignment shall be of the entire remaining amount of the assigning LenderBank’s Revolving Credit Outstandings Commitment and Revolving Credit Commitmentthe Advances at the time owing to it, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant of the Commitment (which for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advances of the assigning Bank subject to each such assignment (assignment, determined as of the date of the Assignment and Acceptance Assumption with respect to such assignmentassignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 10,000,000 (or an integral multiple of $1,000,000 in excess thereofits remaining commitments, except (Iif less) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent unless each of the Administrative Agent, each Swingline Lender and each Issuer and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent (which consents shall 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 Bank’s rights and providedobligations under this Agreement with respect to the Advances or the Commitment assigned; (iii) if (A) such assigning Bank or its Canadian branch or Affiliate is a Canadian Bank and has a Canadian Allocated Commitment or (B) such assigning Bank or its UK branch or Affiliate is a UK Bank and has a Sterling Allocated Commitment, furtherthen each such assigning Bank’s assignment, thatpartial or entire, notwithstanding any other provision must be accompanied by a corresponding and proportionate assignment of this Section 11.2the related Canadian Allocated Commitment of such Canadian Bank or the related Sterling Allocated Commitment of such UK Bank and such UK Bank must be able to make, and shall make, the consent representation and warranty in Section 2.14(f)(iii); (iv) (A) any assignment of a Commitment must be approved by the Administrative Agent and each L/C Issuer, (B) any assignment of a Canadian Allocated Commitment must be approved by the Canadian Agent and each Canadian L/C Issuer, and (C) any assignment of a Sterling Allocated Commitment must be approved by the UK Administrative Agent and each Sterling L/C Issuer, in each case, (1) such approval not to be unreasonably withheld, delayed or conditioned and (2) unless the Person that is the proposed assignee is itself a Bank or an Affiliate of a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (v) if such Bank’s Canadian Pro Rata Share is greater than zero, such assignee or its Affiliate deals at “arm’s length,” within the meaning of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred applicable taxing legislation, with the Canadian Borrower, and be continuing. (bvi) The the parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), Agent an Assignment and Acceptance. Upon such executionAssumption, delivery, acceptance together with a processing and recording in the Register recordation fee of $3,500 and the receipt by Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent from an administrative questionnaire and shall deliver to the assignee of an Borrower, all relevant information for notices under the Loan Documents to such assignee. Subject to the foregoing clauses (b)(i) through (b)(vi), the Administrative Agent shall record such assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) and, from and after the effective date specified in such each Assignment and AcceptanceAssumption, (i) the assignee Eligible Assignee thereunder shall become be a party hereto to this Agreement and, to the extent that rights and obligations under of the Loan Documents have been interest assigned to such assignee pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a LenderBank, a Canadian Bank or a UK Bank, as the case may be, under this Agreement, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor assigning Bank thereunder shall, to the extent that rights and obligations under this Agreement have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning LenderBank’s rights and obligations under the Loan Documentsthis Agreement, such Lender Bank shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 2.11, 2.14, and 8.4 with respect to facts and circumstances occurring while such Person was a Bank, Canadian Bank or UK Bank, as the case may be, as applicable, prior to the effective date of such assignment). Upon request, any Obligor (at its expense) shall execute and deliver a Note, Canadian Note or Sterling Note, as applicable, to the assignee Bank, Canadian Bank or UK Bank, as applicable. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection (b) shall be null and void. (c) The Administrative Agent Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its address referred to in Section 11.8 the Administrative Agent’s Office a copy of each Assignment and Acceptance Assumption delivered to it. The Administrative Agent, the Canadian Administrative Agent and accepted by it and the UK Administrative Agent shall each maintain, a register for the recording recordation of the names and addresses of the Lenders Banks, Canadian Banks or UK Banks, respectively, and the IssuersCommitments, the Revolving Credit Canadian Allocated Commitments of and Sterling Allocated Commitments of, and principal amount amounts of the Revolving LoansAdvances and L/C Obligations owing to, Swing Loans each Bank and Letter the principal amounts of Credit the Canadian Advances and Canadian L/C Obligations (specifying owing to, each Canadian Bank, and the Reimbursement Obligations) principal amounts of the Sterling Advances and Sterling L/C Obligations owing to, each UK Bank pursuant to each Lender and each Issuer the terms hereof from time to time (the “Revolving Credit Facility Register” or the each, a “Register”). The entries in the Revolving Credit Facility Register Registers shall be conclusive and binding for all purposesconclusive, absent manifest error, and the Loan PartiesObligors, the Administrative Agent, the Lenders Canadian Administrative Agent, the UK Administrative Agent and the Issuers shall Banks, the Canadian Banks and the UK Banks may treat each Person whose name is recorded in a Register pursuant to the Revolving Credit Facility Register terms hereof as a Lender Bank, Canadian Bank or as an IssuerUK Bank, as the case may be, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Revolving Credit Facility Each Register shall be available for inspection by the Borrower and the Facility Agents any Bank, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Bank, Canadian Bank or UK Bank may at any time, without the consent of, or notice to, the Obligors or the Administrative Agent, the Canadian Administrative Agent or the UK Administrative Agent, sell participations to any Person (other than a natural person or the Obligors or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s, Canadian Bank’s or UK Bank’s rights and/or obligations under this Agreement (including all or a portion of its Commitment, Canadian Allocated Commitment or Sterling Allocated Commitment and/or the Advances, Canadian Advances or Sterling Advances (including such Bank’s, Canadian Bank’s or UK Bank’s participations in L/C Obligations, Canadian L/C Obligations or Sterling L/C Obligations, respectively) and stated interest owing to it); provided that (i) such Bank’s, such Canadian Bank’s or such UK Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank, such Canadian Bank or such UK Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Obligors, the Administrative Agent, the Canadian Administrative Agent, the UK Administrative Agent and the other Banks, Canadian Banks and UK Banks shall continue to deal solely and directly with such Bank, such Canadian Bank or such UK Bank in connection with such Bank’s, such Canadian Bank’s or such UK Bank’s rights and obligations under this Agreement. No Revolving LoanAny agreement or instrument pursuant to which a Bank, Swing Loana Canadian Bank or a UK Bank sells such a participation shall provide that such Bank, Letter Canadian Bank or UK Bank shall retain the sole right to enforce, and to participate in any related decision to enforce, this Agreement and to approve any amendment, modification or waiver of Credit Obligationany provision of this Agreement; provided that such agreement or instrument may provide that such Bank, Reimbursement Obligationsuch Canadian Bank or such UK Bank will not, nor without the consent of the Participant, agree to any Assignment and Acceptance amendment, waiver or Assumption Agreementother modification described in clause (b), (c), (d), (e) or (f) of the first proviso to Section 8.1 that directly affects such Participant. Subject to subsection (e) of this Section, each Obligor agrees that each Participant shall be effective unless entitled to the benefits of Sections 2.11, 2.14, and 8.4(b) if it is entered actually incurs any loss or expense pursuant to such sections, and then, solely to the same extent as if it were the Bank, Canadian Bank or UK Bank from which it 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 8.5(b) as though it were a Bank, a Canadian Bank or a UK Bank, provided such Participant agrees to be subject to Section 2.15 as though it were a Bank, a Canadian Bank or a UK Bank. Each Bank, Canadian Bank and UK Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances, Canadian Advances, Sterling Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank, Canadian Bank or UK Bank 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 due courseany 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 conclusive absent manifest error, and such Bank, Canadian Bank or UK Bank 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, an Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (e) A Participant shall not be entitled to receive any greater payment under Section 2.6, Section 2.7, Section 2.11, Section 2.14 or Section 8.4(b) than the applicable Bank, Canadian Bank or UK Bank 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, the Canadian Borrower’s or the UK Borrower’s prior written consent, as the case may be. A Participant that would be a Foreign Bank if it were a Bank shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Sections 2.14, 2.15 and 8.16 as though it were a Bank. (f) Any Bank, Canadian Bank or UK Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, Canadian Note or Sterling Note, if any) to secure obligations of such Bank, such Canadian Bank or such UK Bank to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Bank, such Canadian Bank or such UK Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank, Canadian Bank or UK Bank as a party hereto. (g) As used herein, the following terms have the following meanings:

Assignments and Participations. (a) Each Revolving Credit Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Revolving Credit Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentCommitments, such assignment shall cover the same percentage of such Revolving Credit Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; Commitments, (ii) 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 no event (if less than the Assignorassignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, the Borrower and each Issuer and the Borrower (which consents consent of the Borrower, the Administrative Agent and each Issuer shall each not be unreasonably withheld or delayed) and (iv) each Revolving Credit Lender shall establish and maintain a record of whether such assignment is an assignment of Revolving Credit Outstandings or Revolving Credit Commitments under any Revolving Credit Commitment Increase that is subject to any mandatory commitment reductions and/or prepayment provided herein (including, for avoidance of doubt, the automatic reduction and corresponding prepayment after the last day of the Amendment No. 5 Incremental Period as set forth in Section 2.5 (Reduction and Termination of the Revolving Credit Commitments)); provided, however, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days of having received notice thereof; and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. In addition, any Lender may make, carry or transfer Revolving Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender, solely to facilitate any Borrowing in an Alternative Currency. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Revolving Credit Note (if the assigning Revolving Credit Lender’s Loans are evidenced by a Revolving Credit Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and, other than in respect of assignments made pursuant to Section 2.17 (Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a LenderRevolving Credit Lender and, and if such Revolving Credit Lender were an Issuer, of such Issuer hereunder and thereunder, (ii) the Revolving Credit Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by notation in the Register and (iiiii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Revolving Credit Lender’s rights and obligations under the Loan Documents, such Revolving Credit Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a1) Each Lender shall not assign all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it) except that each Lender may selland (2) within five days after demand by the Borrower (with a copy of such demand to the Administrative Agent) to (i) any Defaulting Lender, transfer(ii) any Lender that has made a demand for payment pursuant to Section 2.11 or 2.14, negotiate (iii) any Lender that has asserted pursuant to Section 2.08(b) or 2.12 that it is impracticable or unlawful for such Lender to make Eurocurrency Rate Advances or (iv) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders or all adversely affected Lenders) is required and, with respect to any amendment or waiver requiring the consent of all Lenders, as to which the Required Lenders shall have given their consent, such Lender shall, in each case of clauses (1) and (2) above, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of CreditAdvances owing to it); provided, however, that: (iA) such assignment shall be made with the consent of the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld or delayed (it being agreed that notwithstanding anything herein, during the Certain Funds Period, (x) the Borrower may withhold such consent in its sole discretion unless such assignment is from a Lender to one or more of its Affiliate(s) (in which case such consent shall not be unreasonably withheld or delayed by the Borrower) and (y) the Administrative Agent may withhold such consent in its sole discretion in connection with an assignment pursuant to clause (1) above); provided that, in the case of the Borrower only, such consent (A) shall not be required while an Event of Default (or during the Certain Funds Period, a Certain Funds Default) has occurred and is continuing, (B) other than during the Certain Funds Period, shall be deemed given if the Borrower shall not have objected within 10 Business Days following its receipt of notice of such assignment and (C) other than during the Certain Funds Period, such consent shall not be required in the case of an assignment to any other Lender or an Affiliate of any Lender; provided, further that, in each case above, notice thereof shall have been given to the Borrower and the Administrative Agent; (B) each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitmentobligations under this Agreement; (iiC) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 25,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof, except ; (ID) with the consent [reserved]; (E) each such assignment made as a result of a demand by the Borrower and the Administrative Agent or (II) if such assignment is being made pursuant to a Lender or an Affiliate or Approved Fund of such Lender; andthis Section 9.07(a) (iii2) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of either an assignment fee in the amount of $3,500 (other than in the case all of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of the assigning Lender under this Agreement or an assignment of a Lender, and if such Lender were an Issuer, portion of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to made concurrently with another such assignment (andor other such assignments that, in the case aggregate, cover all of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each assigning Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of under this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.;

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Term Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings Term Loans and Revolving Credit Term Loan Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings Term Loans and Revolving Credit Term Loan Commitment; , (ii) 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 no event (if less than the Assignor’s entire interest) be less than $5,000,000 1,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Term Loans are evidenced by a Note) subject to such assignment. Upon such the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and, other than in respect of assignments made pursuant to Section 2.15 (Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and (ii) the Notes (if any) corresponding to the Term Loans assigned thereby shall be transferred to such Lender were an Issuer, of such Issuer hereunder and thereunder, assignee by notation in the Register and (iiiii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those which survive surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for shall record in the recording of Register the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Term Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Term Loan Parties, the Administrative Agent, the Lenders and the Issuers Commitments of each Lender. Any assignment pursuant to this Section 11.2 shall treat each Person whose name not be effective until such assignment is recorded in the Revolving Credit Facility Register. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register as a and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent new Notes to the order of such assignee in an amount equal to the Term Loan Commitments and Term Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Term Loan Commitments or as Term Loans hereunder, new Notes to the order of the assigning Lender in an Issuer, amount equal to the Term Loan Commitments and Term Loans retained by it hereunder. Such new Notes shall be dated the same date as the case surrendered Notes and be in substantially the form of Exhibit B (Form of Term Note). (e) In addition to the other assignment rights provided in this Section 11.2, each Lender may bedo each of the following: (i) grant to a Special Purpose Vehicle the option to make all or any part of any Term Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Term Loans pursuant thereto shall satisfy (once and to the extent that such Term Loans are made) the obligation of such Lender to make such Term Loans thereunder; provided, however, that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Term Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Term Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.hereunder; and

Assignments and Participations. (a1) Each Lender shall not assign all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it) except that each Lender may selland (2) within five days after demand by the Borrower (with a copy of such demand to the Administrative Agent) to (i) any Defaulting Lender, transfer(ii) any Lender that has made a demand for payment pursuant to Section 2.11 or 2.14, negotiate (iii) any Lender that has asserted pursuant to Section 2.08(b) or 2.12 that it is impracticable or unlawful for such Lender to make Eurocurrency Rate Advances or (iv) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders or all adversely affected Lenders) is required and, with respect to any amendment or waiver requiring the consent of all Lenders, as to which the Required Lenders shall have given their consent, such Lender shall, in each case of clauses (1) and (2) above, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters of CreditAdvances owing to it); provided, however, that: (iA) such assignment shall be made with the consent of the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld or delayed (it being agreed that notwithstanding anything herein, during the Certain Funds Period, (x) the Borrower may withhold such consent in its sole discretion unless such assignment is from a Lender to one or more of its Affiliate(s) (in which case such consent shall not be unreasonably withheld or delayed by the Borrower) and (y) the Administrative Agent may withhold such consent in its sole discretion in connection with an assignment pursuant to clause (1) above); provided that, in the case of the Borrower only, such consent (A) shall not be required while an Event of Default (or during the Certain Funds Period, a Certain Funds Default) has occurred and is continuing, (B) other than during the Certain Funds Period, shall be deemed given if the Borrower shall not have objected within 10 Business Days following its receipt of notice of such assignment and (C) other than during the Certain Funds Period, such consent shall not be required in the case of an assignment to any other Lender or an Affiliate of any Lender; provided, further that, in each case above, notice thereof shall have been given to the Borrower and the Administrative Agent; (B) each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitmentobligations under this Agreement; (iiC) except in the aggregate case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than $5,000,000 25,000,000 or an integral multiple of $1,000,000 5,000,000 in excess thereof, except ; (ID) with [reserved]; (E) each such assignment made as a result of a demand by the consent Borrower pursuant to this Section 9.07(a)(2) shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, in the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement; (F) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a)(2), (1) unless and until such Lender shall have received one or more payments in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Borrower or one or more Eligible Assignees in an aggregate amount equal to all other amounts accrued to such Lender under this Agreement (including, without limitation, any amounts owing under Sections 2.11, 2.14 or 9.04(c)) and (2) unless and until the Borrower shall have paid (or caused to be paid) to the Administrative Agent or (II) a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if such assignment it is being made not a Lender, shall deliver to a Lender or the Administrative Agent an Affiliate or Approved Fund of such LenderAdministrative Questionnaire; and (iiiG) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment (other than, except in the case of a demand by the Borrower pursuant to this Section 9.07(a)(2), the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and AcceptanceAssumption and, if such assignment does not occur as a result of a demand by the Borrower pursuant to this Section 9.07(a) (in which case the Borrower shall pay the fee required by subclause (F)(3) of this Section 9.07(a)), a processing and 72 recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and provided, further that in the event that, in connection with a demand by the Borrower pursuant to this Section 9.07(a)(2), the assignor shall not execute and deliver the relevant Assignment and Assumption within one Business Day of the Borrower’s request, such assignor shall be deemed to have executed and delivered such Assignment and Assumption. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and AcceptanceAssumption, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement, except that such assigning Lender shall continue to be entitled to the Loan Documents, other than those relating benefit of Section 9.04(a) and (b) with respect to events or circumstances occurring matters arising out of the prior to involvement of such assignment assigning Lender as a Lender hereunder (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Assumption, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) 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 Assumption; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, the Administrative Agent shall, if such Assignment and Assumption has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (d) The Administrative Agent Agent, acting solely for this purpose as the agent of the Borrower, shall maintain at its address referred to in Section 11.8 9.02 (a) a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment of, the Revolving Credit Commitments of and principal amount (and stated interest) of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agents and the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan. (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates or any natural person) in or to all or a portion of its rights and obligations under this Agreement (including, Swing Loanwithout limitation, Letter all or a portion of Credit Obligationits Commitment and the Advances owing to it) without the consent of the Administrative Agent or the Borrower; provided, Reimbursement Obligationhowever, nor that: (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the Lender of any Assignment such Advance for all purposes of this Agreement; (iv) the Borrower, the Agents and Acceptance 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 (v) no participant under any such participation shall have any right to approve any amendment or Assumption waiver of any provision of this Agreement, or any consent to any departure by the Borrower herefrom or therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or stated rate of interest on, the Advances or the stated rate at which any fees or any other amounts payable hereunder are calculated (other than any amendment to the definition of “Default Interest” or to waive any obligation of the Borrower to pay Default Interest), in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or any other amounts payable hereunder, in each case to the extent subject to such participation. Each Lender shall promptly notify the Borrower after any sale of a participation by such Lender pursuant to this Section 9.07(e); provided that the failure of such Lender to give notice to the Borrower as provided herein shall not affect the validity of such participation or impose any obligations on such Lender or the applicable 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 amounts (and stated interest) of each participant’s interest in the Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, 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 effective unless it conclusive absent manifest error, and such Lender shall treat each Person whose name is entered 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 due courseits capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) Any Lender may, in connection with any 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 by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information received by it from such Lender as more fully set forth in Section 9.08; provided further that, each Lender acknowledges, and shall cause each assignee, participant or proposed assignee or participant to acknowledge, that such disclosure is restricted by the Takeover Rules and the Takeover Panel and that Section 9.08 is subject to those restrictions. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation and the Advances owing to it) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any central bank having jurisdiction over such Lender.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that: that (i) if any such assignment shall be of the assigning Lender’s 's Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s 's Revolving Credit Outstandings and Revolving Credit Commitment; , (ii) 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 no event (if less than the Assignor’s assigning Lender's entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except except, in either case, (IA) with the consent of the Borrower and the Administrative Agent or (IIB) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and , and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer Agent and the Borrower (which consents consent shall not be unreasonably withheld or delayed); and provided, furtherhowever, that, notwithstanding any other provision of this Section 11.213.2, the consent of the Borrower shall not be required for any assignment occurring which occurs when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)recording, an Assignment and Acceptance, together with any Revolving Credit Note (if the assigning Lender's Loans are evidenced by a Revolving Credit Note) subject to such assignment. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 13.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility "Register” or the “Register”"). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesGrantors, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and Borrower, the Facility Agents Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance or Assumption Agreementexecuted by an assigning Lender and an assignee, shall be effective unless it is entered the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register in due course.and

Assignments and Participations. (a) Each Lender The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may sell, transfer, negotiate not assign or assign to one or more Eligible Assignees all or a portion otherwise transfer any of its rights and or obligations hereunder without the prior written consent of each Lender, and (including all ii) a Lender may not assign or otherwise transfer any of its rights and or obligations with respect hereunder to anyone other than an Eligible Assignee; provided, that a Lender shall provide notice of such assignment to the Borrower, the Servicer, the Backup Servicer and the Deal Agent. Except in the case of an assignment to another then existing Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitment and/or Revolving Loans, the Swing amount of the Commitment or Revolving Loans and the Letters of Credit); provided, however, that: (i) if subject to any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 no event (if less than the Assignor’s entire interest) not be less than $5,000,000 10,000,000, unless the Deal Agent, and, so long as no Termination Event has occurred and is continuing or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is notany Federal Reserve Bank, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower otherwise consents (which consents shall each such consent not to be unreasonably withheld or delayed); . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Xxxxxx’s rights and provided, further, that, notwithstanding any other provision of obligations under this Section 11.2, Agreement with respect to the consent of Revolving Loans or the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) Commitment assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), Deal Agent an Assignment and Acceptance. Upon such execution, delivery, acceptance Assumption (together with a processing and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment recordation fee in the amount of $3,500 (other than 3,500; provided, that the Deal Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) and shall provide a copy thereof to the Collateral Agent, the Servicer, the Backup Servicer and the Borrower. The assignee, if it is not a Lender, shall deliver to the Deal Agent an assignment by a Lender Administrative Questionnaire. Nothing in this Agreement, expressed or implied, shall be construed to an Affiliate of such Lender or by confer upon any Agent or Person (other than the parties hereto, their respective Affiliates) from successors and after the effective date specified in such Assignment and Acceptanceassigns permitted hereby, (i) the assignee thereunder shall become a party hereto and, or any participants to the extent that rights and obligations provided in Section 12.1(b) hereof) any legal or equitable right, remedy or claim under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, or by reason of this Agreement. (b) Any Lender shall have the rights and obligations of right to grant participations in all or a Lender, and if such Lender were an Issuer, portion of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that Lender’s rights and and/or obligations under this Agreement have been assigned by it pursuant (including all or a portion of its Commitment and/or the Revolving Loans owing to it) to one or more other banking institutions (each such Assignment person a “Participant”), and Acceptancesuch Participants shall be entitled to the benefits of this Agreement, relinquish its rights including, without limitation, Sections 2.10 and 2.11 hereof, to the same extent as if they were a direct party hereto; provided that (except those which survive the payment in full of the Obligationsi) and be released from its such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the Loan Documents, other than those relating parties hereto for the performance of such obligations and (iii) the Borrower and the other parties hereto shall continue to events or circumstances occurring prior to deal solely and directly with such assignment (and, Lender in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning connection with such Lender’s rights and obligations under this Agreement, and provided further that no such Participant shall be entitled to receive payment hereunder of any amount greater than the Loan Documentsamount which would have been payable had such Lender not granted a participation to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Upon the grant of a participation of any Lender’s rights and/or obligations under this Agreement, such Lender will promptly notify the Borrower of the Participant and the proportionate amount granted under such participation. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall cease have any obligation to be disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a party hereto)Participant’s interest in any commitments, loans or its other obligations under any Transaction 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. (c) The Administrative Agent Deal Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its address referred to offices in Section 11.8 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 a copy of each Assignment and Acceptance Assumption delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders Lenders, and the IssuersCommitments of, the Revolving Credit Commitments of and principal amount amounts (and stated interest) of the Revolving LoansLoans owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer pursuant to the terms hereof from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Deal Agent and the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register pursuant to the terms hereof as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents any Lender, at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.

Assignments and Participations. (a) Each Lender may selland, transferif requested by the Borrower upon notice by the Borrower delivered to such Lender and the Administrative Agent pursuant to clause (ii) of Section 2.16, negotiate or will, assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder under this Agreement (including including, without limitation, all or a portion of its rights and obligations with respect to the Revolving Loans, the Swing Loans Commitment and the Letters Advances owing to it and any Note or Notes held by it, its LC Commitment and participations in Letter of CreditCredit Liability); provided, however, that: that (i) if any each such assignment shall be of the assigning Lender’s Revolving Credit Outstandings a constant, and Revolving Credit Commitmentnot a varying, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings all rights and Revolving Credit Commitment; obligations under this Agreement, (ii) the aggregate amount (without duplication) of the Commitment, pro-rata share of outstanding Advances and pro-rata share of participations in Letter of Credit Liability of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) shall not be less than $12,500,000 (unless the assigning Lender shall assign its entire interest hereunder or such lesser amount is previously agreed among such assigning Lender, the Administrative Agent and the Borrower) or an integral multiple of $500,000 in excess thereof, (iii) the sum of (A) the amount (without duplication) of the Commitment, pro-rata share of outstanding Advances and pro-rata share of participations in Letter of Credit Liability of the assigning Lender being assigned pursuant to each such assignment and (B) the amount of the commitment and pro-rata share of outstanding advances of the assigning Lender being contemporaneously assigned under the Four-Year Credit Agreement by the Person that is such assigning Lender (in both cases determined as of the date of the Assignment and Acceptance or similar agreement with respect to such assignmentassignments) shall in no event (if less than the Assignor’s entire interest) not be less than $5,000,000 25,000,000 in the aggregate (unless the assigning Lender shall assign its entire interest hereunder and thereunder or such lesser amount is previously agreed among such assigning Lender, the Administrative Agent and the Borrower) or an integral multiple of $1,000,000 in excess thereof, except (I) with provided, however, that if the consent aggregate amount of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund Commitment of such Lender; and (iii) if such Eligible Assignee assigning Lender hereunder and its commitment under the Four-Year Credit Agreement is not, prior to less than $25,000,000 on the date of such assignmentproposed assignments, a such assigning Lender or may assign all, but not less than all, of its remaining rights and obligations under this Agreement and the Four-Year Credit Agreement (unless an Affiliate or Approved Fund assignment of a portion of such assigning Lender’s obligations hereunder and thereunder is otherwise previously agreed among such assigning Lender, the Administrative Agent and the Borrower), (iv) each such assignment shall be subject to an Eligible Assignee, and (v) the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each such assignment (other than the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below)Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) recording, from and after the effective date specified in such each Assignment and Acceptance, (ix) the assignee thereunder shall become be a party hereto and, to the extent that rights and obligations under the Loan Documents hereunder have been assigned to such assignee it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (iiy) the Lender assignor thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligationsother than any rights such Lender assignor may have under Sections 2.11, 2.14 and 9.08) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower of any of its obligations under this Agreement or any instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 5.01(c) 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 Administrative Agent, any Issuing Bank, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent or the respective Issuing Bank to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 9.02 a copy of each Assignment and Acceptance and each Assumption Agreement delivered to and accepted by it and a register for the recording recordation of the names and addresses of the Lenders and the IssuersCommitment and the LC Commitment of, the Revolving Credit Commitments of and principal amount of the Revolving LoansAdvances owing to, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrower, the Administrative Agent, Agent and the Lenders and the Issuers shall may treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (d) Upon its receipt of Credit Obligation, Reimbursement Obligation, nor any an Assignment and Acceptance or Assumption Agreement, shall be effective unless executed by an assigning Lender and an assignee representing that it is entered an Eligible Assignee and, if applicable, the Borrower, together with any Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and each Issuing Bank. (e) 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 (including, without limitation, all or a portion of its Commitment, LC Commitment and the Advances owing to it and any Note issued to it hereunder); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment and LC Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (iv) such Lender shall not agree in any participation agreement with any participant or proposed participant to obtain the consent of such participant before agreeing to the amendment, modification or waiver of any of the terms of this Agreement or any Note, before consenting to any action or failure to act by the Borrower or any other party hereunder or under any Note, or before exercising any rights it may have in respect thereof, unless such amendment, modification, waiver, consent or exercise would (A) increase the amount of such participant’s portion of such Lender’s Commitment, (B) reduce the principal amount of or rate of interest on the Advances, any amount due coursehereunder with respect to the Letters of Credit or any fee or other amounts payable hereunder to which such participant would be entitled to receive a share under such participation agreement, or (C) postpone any date fixed for any payment of principal of or interest on the Advances, for amounts due with respect to Letters of Credit or any fee or other amounts payable hereunder to which such participant would be entitled to receive a share under such participation agreement. (f) Any Lender may, in connection with any 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 by or on behalf of the Borrower in writing and directly related to the transactions contemplated hereunder; provided 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 relating to the Borrower received by it from such Lender in accordance with the terms of Section 9.09. (g) No participation or assignment hereunder shall be made in violation of the Securities Act of 1933, as amended from time to time, or any applicable state securities laws, and each Lender hereby represents that it will make any Advance for its own account in the ordinary course of its business and not with a view to the public distribution or sale thereof. (h) Anything in this Agreement to the contrary notwithstanding, any Lender may at any time assign or create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note issued to it hereunder) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System (or any successor regulation thereto) and the applicable operating circular of such Federal Reserve Bank.

Assignments and Participations. (a) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) neither the Borrower nor any Loan Party may 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 or any Loan Party without such consent shall be null and void) and (ii) no Lender may sellassign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 8.07. Nothing in this Agreement, transferexpressed or implied, negotiate shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 8.07(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. ​ (b) (i) Subject to the conditions set forth in Section 8.07(b)(ii), any Lender may assign to one or more Eligible Assignees Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights Commitments and obligations the Advances at the time owing to it) with respect the prior written consent (such consent not to be unreasonably withheld or delayed) of: ​ (A) the Borrower; provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Revolving Loans, the Swing Loans and the Letters of Credit)Administrative Agent within five Business Days after having received notice thereof; provided, howeverfurther, that: (i) if any such assignment shall be of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) 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 that no event (if less than the Assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except (I) with the consent of the Borrower and the Administrative Agent or shall be required (III) if such for an assignment is being made to a Lender or an Affiliate of a Lender or Approved Fund of such Lendera Lender or (II) if an Event of Default has occurred and is continuing, any other assignee; and​ (iiiB) if such Eligible Assignee is not, prior the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing.and (bC) The parties to each assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender with respect to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving LoansFacility, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, Issuing Bank and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this AgreementSwing Line Bank. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.​

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 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 the Administrative Agent and any such assignment without the Lenders’ and the Administrative Agent’s prior written consent shall be null and void and no Lender may assign or transfer any of its rights hereunder or under the other Loan Documents except (i) to an assignee in accordance with the provisions of Section 12.07(b) and (ii) by way of participation in accordance with the provisions of Section 12.07(i). (b) Each Lender may sellwith the written consent of the Administrative Agent, transfer, negotiate or assign to (i) one or more Eligible Assignees Transferees and (ii) if an Event of Default under Sections 9.01(a), (f) or (g) has occurred and is continuing, one or more Ineligible Institutions, in each case, all or a portion of its rights and obligations hereunder (including all of its rights and obligations under this Agreement with respect to all or a portion of its Term Loan Commitment and any portion of the Revolving Loans, Term Loans made by it (provided that assignments to Affiliated Lenders shall not require the Swing Loans and consent of the Letters of CreditAdministrative Agent); provided, however, that: that (i) if any such assignment under clause (i) above shall be require the prior consent of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit CommitmentAdministrative Borrower (which consent shall not be unreasonably withheld, conditioned or delayed nor shall it be required during the existence of an Event of Default), (ii) such assignment shall cover is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the same percentage remainder of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; ) (iiexcept such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, an Affiliate of such Lender or a 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 being to be assigned pursuant to each all such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than new Lenders is at least $5,000,000 or an integral a multiple of $1,000,000 in excess thereof), except (I) with the consent of the Borrower and the Administrative Agent or (II) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior the parties to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, each such assignment shall be subject execute and deliver to each Agent, an Assignment and Acceptance, and such parties shall deliver to the prior consent Administrative Agent, for the benefit of the Administrative Agent, each Issuer a processing and recordation fee of $5,000 (provided that the Borrower Administrative Agent, in its sole discretion, may elect to waive or reduce such processing and recordation fee), (iv) any such assignment shall require the consent of the Administrative Agent (which consents consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the that no written consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. (b) The parties to each assignment shall execute and deliver to the Administrative Collateral Agent, for its acceptance and recording in the Register (as defined in clause (c) below), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from or the assignee of an assignment fee Administrative Borrower shall be required (1) in the amount of $3,500 (other than in the case of an connection with any assignment by a Lender to a Lender, an Affiliate of such Lender or a Related Fund of such Lender or (2) 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 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms required by any Agent or their respective Affiliates) Section 2.08 and an Administrative Questionnaire. Upon such execution, delivery and acceptance, from and after the effective date specified in such each Assignment and AcceptanceAcceptance and recordation in the Register, (iA) the assignee thereunder shall become a party hereto “Lender” hereunder and, in addition to the extent that rights and obligations under the Loan Documents have been assigned hereunder held by it immediately prior to such assignee pursuant to such Assignment and Acceptanceeffective date, have the rights and obligations of a Lender, hereunder that have been assigned to it pursuant to such Assignment and if such Lender were an Issuer, of such Issuer hereunder and thereunder, Acceptance and (iiB) the assignor assigning Lender thereunder shall, to the extent that rights and obligations under this Agreement hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment 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 the Loan Documentsthis Agreement, such Lender shall cease to be a party hereto)) Notwithstanding the foregoing or anything to the contrary set forth herein, no assignment shall be made at any time to any Defaulting Lender or any of its Subsidiaries or Affiliates, or any Person who, upon becoming a Lender would constitute a Defaulting 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, 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 Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the 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 maintain shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained at one of its address referred to offices in Section 11.8 the United States, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recording recordation of the names and addresses of the Lenders and the IssuersCommitments of, and the Revolving Credit Commitments of and principal amount of the Revolving Loans (and stated interest thereon) (the “Registered Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations”) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”)time. The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan PartiesBorrowers, the Administrative Agent, Agents and the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, hereunder for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Administrative Borrower and the Facility Agents any Lender at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter . (e) Upon receipt by the Administrative Agent of Credit Obligation, Reimbursement Obligation, nor any a completed Assignment and Acceptance and the processing and recordation fee (if applicable) and other items required to be delivered to the Administrative Agent Section 12.07(b), and subject to any consent required from the Administrative Agent pursuant to Section 12.07(b) (which consent of the Administrative Agent must be evidenced by the Administrative Agent’s execution of an acceptance to such Assignment and Acceptance), the Administrative Agent shall accept such assignment, 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 Assumption sold in whole or in part only by registration of such assignment or sale on 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. Prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any, evidencing the same), the 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, notwithstanding notice to the contrary. (g) In the event that any Lender sells participations in a Registered Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrowers, 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 (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 Non-U.S. Lender who purchases or is assigned or participates in any portion of such Registered Loan shall comply with Section 2.08(d). (i) Each Lender may sell participations to (x) one or more Eligible Transferees and (y) if an Event of Default under Sections 9.01(a), (f) or (g) has occurred and is continuing, one or more Ineligible Institutions, in each case, 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 and the Loans made by it); provided, that (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the other Loan Documents shall remain unchanged and that any such participant shall not be entitled to receive any greater payment or benefit hereunder than such Lender would have been entitled to receive with respect to the participation sold to such participant unless the sale of such participation is made with the Administrative Borrower’s prior written consent; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and the Borrowers, the 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, (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Loans 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 10.08 of this Agreement or any other Loan Document). The Loan Parties agree that each participant shall be effective unless entitled to the benefits of Section 2.08, subject to the obligations and limitations set forth thereunder; provided that the Administrative Borrower shall be notified of such participation and such participant shall agree, for the benefit of the Borrowers, to comply with Section 2.08(d) of this Agreement with respect to its participation in any portion of the Commitments and the Loans as if it is entered was a Lender. (j) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or 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 Register indebtedness or equity issued under such a transaction) (a “Securitization”); provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party 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 due courseconnection with the rating of its Loans or any Securitization.

Assignments and Participations. (a) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may sellassign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 8.07. Nothing in this Agreement, transferexpressed or implied, negotiate shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in Section 8.07(c)) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the conditions set forth in Section 8.07(b)(ii), any Lender may assign to one or more Eligible Assignees Persons (other than an Ineligible Assignee) all or a portion of its rights and obligations hereunder under this Agreement (including all or a portion of its rights Commitments and obligations the Advances Alliance Resource Fourth Amended and Restated Credit Agreement at the time owing to it) with respect the prior written consent (such consent not to be unreasonably withheld) of: (A) the Borrower; provided that the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Revolving Loans, the Swing Loans and the Letters of Credit)Administrative Agent within five Business Days after having received notice thereof; provided, howeverfurther, thatthat no consent of the Borrower shall be required (I) for an assignment to a Lender or an Affiliate of a Lender, (II) for an assignment of all or any portion of any Term Advance or (III) if an Event of Default has occurred and is continuing, any other assignee; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (I) to a Lender or an Affiliate of a Lender or (II) of all or any portion of any Term Advance; and (C) each Issuing Bank and the Swing Line Bank; provided that no such consent shall be required for an assignment of all or any portion of any Term Advance. (ii) Assignments shall be subject to the following additional conditions: (iA) if any such except in the case of an assignment shall be to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the applicable Commitment or Advances of the assigning Lender’s Revolving Credit Outstandings and Revolving Credit Commitment, such assignment shall cover the same percentage amount of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment; (ii) the aggregate amount being assigned pursuant Commitment or the Advances of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignmentassignment is delivered to the Administrative Agent) shall in no event (if not be less than the Assignor’s entire interest) be lesser of $5,000,000 and 5% of the aggregate amount of the applicable Commitment that is the subject of such assignment or, in the case of Term Advances, not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof1,000,000, except (I) with the consent unless each of the Borrower and the Administrative Agent or (II) if otherwise consent; provided that no such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender; and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent, each Issuer and the Borrower (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any if an Event of Default shall have has occurred and be is continuing.; (bB) The 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 (B) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis, except that any assignment under the Revolving Credit Facility shall include a proportionate assignment under the Swing Line Facility, if applicable; (C) the parties to each assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Assumption, for its together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee Alliance Resource Fourth Amended and Restated Credit Agreement 123 designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower, the Loan Parties and their respective Related Parties or their respective Securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws. (iii) Subject to acceptance and recording in the Register (as defined in clause (c) belowthereof pursuant to Section 8.07(b)(iv), an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 (other than in the case of an assignment by a Lender to an Affiliate of such Lender or by any Agent or their respective Affiliates) from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers, the Revolving Credit Commitments of and principal amount of the Revolving Loans, Swing Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Revolving Credit Facility Register” or the “Register”). The entries in the Revolving Credit Facility Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Revolving Credit Facility Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Revolving Credit Facility Register shall be available for inspection by the Borrower and the Facility Agents at any reasonable time and from time to time upon reasonable prior notice. No Revolving Loan, Swing Loan, Letter of Credit Obligation, Reimbursement Obligation, nor any Assignment and Acceptance or Assumption Agreement, shall be effective unless it is entered in the Register in due course.