Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent The Lender may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time time, assign and delegate to one or more Eligible Assignees (provided that no written consent assignees other than the Company or any of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) its Affiliates or Subsidiaries (each an "“Assignee"”) all, all or any ratable part of all, of the Loans, the Commitments its Loan and the other rights and obligations of such Bank the Lender hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the US$3,000,000. The Company and the Agents may continue to deal solely and directly with such Bank the Lender in connection with the interest so assigned to an Assignee until and the assignment will not be effective until: (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and by the Administrative Agent by such Bank assigning Lender and the Assignee; and (Bii) such Bank the assigning Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E C ("an “Assignment and Acceptance") ”), together with any the Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassignment. (b) From and after the date that the Administrative Agent notifies assigning Lender and its Assignee shall have delivered to the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an Company a duly executed Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank the assigning Lender under the Loan Documents, and (ii) the assignor Bank assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) The Company shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lender and the principal amount of the Loan owing to the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Company and the Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as the Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Within five ten (10) Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feeAcceptance, the Company shall execute and deliver to the Administrative Agent, Assignee a new Note or Notes evidencing in the amount of such Assignee's ’s assigned Loans and Commitment Loan and, if the assignor Bank assigning Lender has retained a portion of its Loans and its CommitmentLoan, a replacement Notes in the principal amount of the Loans retained by Note for the assignor Bank Lender (such Notes Note to be in exchange for, but not in payment of, the Notes Note held by such Bankthe assigning Lender). Immediately upon each Assignee's making the assigning Lender and its processing fee payment under Assignee having delivered to the Company a duly executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments Loan arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (de) Any Bank The Lender (the “originating Lender”) may at any time sell to one or more commercial banks or other Persons not Affiliates of other than the Company or any of its Affiliates or Subsidiaries (a "“Participant"”) participating interests in all or any Loans, the Commitment part of that Bank and the other interests of that Bank its Loan (the "originating Bank") hereunder and under the other Loan Documentseach a “Participation”); provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, Documents and (iv) no Bank the Lender shall not transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder Lender selling such participation shall be determined as if such Bank had not sold such participation; except thatentitled to agree to pay over to the Participant any amounts paid to the Lender pursuant to Section 3.01 (Taxes), Section 3.04 (Increased Costs and Reduction of Return) and Section 3.05 (Funding Losses) and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank the Lender under this Agreement; provided that such agreement or instrument may provide that the Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant or (ii) reduce the principal, interest, fees or other amounts payable to such Participant. Subject to clause (f) of this Section 9.08, the Company agrees that each Participant shall be entitled to the benefits of Section 3.01 (Taxes), Section 3.04 (Increased Costs and Reduction of Return) and Section 3.05 (Funding Losses) to the same extent as if it were the Lender and had acquired its interest by assignment pursuant to clause (a) of this Section 9.08. To the fullest extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.10 (Set-off) as though it were the Lender. (ef) Notwithstanding Except if an Event of Default has occurred and is continuing, no Assignee or Participant shall be entitled to receive any other provision in this Agreementgreater payment under Section 3.01 (Taxes), any Bank Section 3.04 (Increased Costs and Reduction of Return), Section 3.05 (Funding Losses) or Section 3.06 (Reserves on Loan) than the Lender would have been entitled to receive with respect to the rights transferred or participated, unless such transfer or participation is made with the Company’s prior written consent or at a time when the circumstances giving rise to such greater payment did not exist. (g) The Lender may at any time create pledge or assign a security interest in, or pledge, in all or any portion of its rights under and interest in this Agreement and to secure obligations of the Note held by it in favor of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce Bank; provided that no such pledge or security interest in assignment shall release the Lender from any manner permitted under applicable lawof its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto.

Assignments, Participations, etc. (a) Any Agent may, and Subject to compliance with the written consent of the Agents, which consents shall not be unreasonably withheldfollowing sentence, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees that are not Affiliates of the Borrower (provided that no written consent of either Agent shall be required in connection with any assignment each, an “Assignee” and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank“Successor Lender”) (each an "Assignee") all, all or any ratable part of all, of the Loans, the Commitments any Term Loans and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender hereunder and under the other Loan Documents; provided, however, provided that (i) except with respect to an assignment by a Lender to an entity that is an Affiliate of such Lender, another Lender or a Related Fund, (x) the Company prior written consent of the Administrative Agent shall be required for such assignment and (y) so long as no Event of Default has occurred and is continuing, the prior written consent of the Borrower shall be required for such assignment (which consent shall not be unreasonably delayed, withheld or conditioned), (ii) the Initial Lenders’ obligation to fund the Subsequent Loan may not be assigned without the Borrower’s written consent to be granted in the Borrower’s sole discretion and (iii) after acceleration pursuant to Section 11.3, any Initial Lender, Assignee or Successor Lender may assign to any Person. Any assignment permitted by the previous sentence must comply with the following requirements: (A) each such assignment by a Lender of its Term Loans or its Term Notes shall be made in such a manner so that the same portion of its Term Loans or its Term Notes is assigned to the Assignee; (B) in the case of an assignment of any part of a Term Loan to any Assignee, such assignment shall not be for an amount less than $10,000,000 or a higher integral multiple of $1,000,000 in excess thereof (or 100% of the assigning Lender’s remaining Term Loans) in each instance; and (C) the Borrower and the Agents may continue to deal solely and directly with such Bank the assigning Lender in connection with the interest so assigned to an Assignee until (A1) written notice of such assignment, together with payment instructions, addresses addresses, contact information and related information and any required tax forms with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank assigning Lender and the Assignee; , (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C2) the assignor Bank assigning Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (ii3) if the assignor Bank or any of its Affiliates is a Swap Provider with respect assigning Lender shall have delivered to any Specified Swap Contract, such Bank shall not assign all of its interest the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the 76 128 Loans form of Exhibit F hereto (an “Assignment and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate Acceptance”) with respect to such Specified Swap Contracts, with assignment from the consent of the Companyassigning Lender. (b) From and after the date that the Administrative Agent notifies the assignor Bank assigning Lender and the Borrower that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to, if required) an executed Assignment and Acceptance and payment of the above-referenced processing feefee and the Borrower has provided its consent to such assignment, if required (such consent not to be unreasonably delayed, withheld or conditioned), (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender hereunder and under the other Loan Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Assignee, and any reference to the assigning Lender hereunder or under the other Loan Documents shall thereafter refer to such Lender and to the Assignee to the extent of their respective interests, and (ii) the assignor Bank assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan DocumentsDocuments but shall continue to be entitled to the benefits of Section 2.8, Section 4.5, Section 13.1 and Section 13.2. At the time of each assignment pursuant to Section 13.11(a) to a Person which is not already a Lender hereunder, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms described in Section 4.5(f). Any assignment or transfer by a Lender of rights and obligations under this Agreement that does not comply with this Section 13.11(a) and (b) 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). (c) Within five Business Days fifteen (15) days after its receipt of the Borrower has received a notice by from the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, if requested by the Company Assignee or the assigning Lender, the Borrower shall execute and deliver to the Administrative Agent, Agent new Term Notes evidencing such the Assignee's ’s assigned Term Loans and Commitment and, if the assignor Bank assigning Lender has retained a portion of its Loans and its CommitmentTerm Loans, replacement Term Notes in reflecting the principal amount of the Term Loans retained by the assignor Bank assigning Lender (such Term Notes to be in exchange for, but not in payment of, the Term Notes held by such BankLender). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank Lender (the “Originating Lender”) may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in any Term Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) each such Participant shall be an Eligible Assignee, (ii) the originating Bank's Originating Lender’s obligations under this Agreement shall remain unchanged, (iiiii) the originating Bank Originating Lender shall remain solely responsible for the performance of such obligations, (iiiiv) the Company Borrower and the Agents shall continue to deal solely and directly with the originating Bank Originating Lender in connection with the originating Bank's Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (ivv) no Bank Lender shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require consent of any affected Lender or all of the Lenders as described in Section 13.10. In the case of any such participation, the Participant shall not have any rights under this Agreement, Agreement or any of the other Loan Documents, Documents (the Participant’s rights against the Originating Lender in respect of such Participation to be those set forth in the agreement executed by the Originating Lender in favor of the Participant relating thereto) and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding A Participant shall not be entitled to receive any other provision in this Agreementgreater payment with respect to a participation sold to such Participant than the applicable Lender would have been entitled to receive under Section 2.8 and 4.5, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled (i) to the benefits of Section 4.5 that the applicable Lender is entitled to unless such Participant complies with Section 4.5(f), or (ii) with respect to a Participation that has been consented to by the Borrower pursuant to the previous sentence, to receive any greater payment with respect to the participation sold to such Participant than the applicable Lender would have been entitled to receive under Section 4.5 unless the Participant (x) would be entitled to amounts under Section 4.5 if it were treated as an assignee as of the date of such participation and (y) complies with Section 4.5(f) by providing to the Borrower and the Administrative Agent each form and certificate that would be required to be provided to them pursuant to Section 4.5(f) as if the Participant was a Lender. (f) Subject to Section 13.11(a) hereof, any Bank Lender may at any time create a security interest in, pledge or pledge, assign all or any portion of its rights under and interest in this Agreement and the Note Term Loans held by it in favor of any Federal Reserve Bank in accordance with Regulation A as collateral security to secured obligations of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, Lender and such Federal Reserve Bank may enforce this Section 13.11 shall not apply to any such pledge or security assignment. No such pledge or assignment shall release the assigning Lender from its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto. (g) In the event that any Lender sells a participation in a Term Loan, such Lender shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of all Participants in the Term Loans held by it and the principal amount (including the amount of PIK Interest and any stated interest thereon) of the portion of the Loan which is the subject of the participation (the “Participation Register”) and each repayment in respect of the principal amount of the portion of the Term Loan held by each Participant. A Term Loan may be participated in whole or in part only by registration of such participation on the Participation Register. Any transfer of such participation may be effected only by the Registration of such transfer on the Participation Register. The entries in the Participation Register shall be conclusive absent manifest error and such Lender shall treat such participants whose name is recorded in the Participation Register as the owner of such participation for all purposes of this Agreement, notwithstanding any manner permitted under applicable lawnotice to the contrary. The Participation Register shall be available for inspection by the Borrower or the Administrative Agent at any reasonable time upon reasonable prior notice.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld (except Borrower's consent shall not be required if (i) a Default or an Event of Default exists and is continuing, any other Bankand (ii) the Eligible Assignee is not engaged in the securities brokerage business or the investment advisory business), may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender and the Borrower that it has received (and the Borrower and the Agent have provided its their consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee (and provided that it consents to such assignment in accordance with subsection 10.8(a)), the Company Borrower shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans Commitment retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank assignor Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "Participant") participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "originating BankLender") hereunder and under the other Loan Documents; provided, however, that (i) the originating BankLender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, and the Agents Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating BankLender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any consent or waiver with respect to, this Agreement or any other Loan Document. Any Lender that sells a participation to any Person that is a "foreign corporation, partnership or trust" within the meaning of the other Loan Documents, and all amounts payable Code shall include in its participation agreement with such Person a covenant by such Person that such Person will comply with the Company hereunder shall be determined provisions of Section 9.10 as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due Person were a Lender and unpaid, or shall have been declared or shall have become due provide that the Agent and payable upon the occurrence of an Event of Default, each Participant Borrower shall be deemed to have the right third party beneficiaries of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreementsuch covenant. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (f) Any Lender (a "Granting Lender") may, with notice to the Agent, grant to a special purpose funding vehicle (an "SPC") the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement. The funding of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary contained in the foregoing or anywhere else in this Agreement, (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, and (iii) the Borrower and Agent shall continue to deal exclusively with the Granting Lender and any funding by an SPC hereunder shall not constitute an assignment, assumption or participation of any rights or obligations of the Granting Lender. Any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC, provided, as a condition precedent to such disclosure, (A) such agency, dealer or provider has delivered to such Granting Lender for the benefit of Borrower a written confidentiality agreement substantially similar to Section 10.9, and (B) simultaneous with or prior to such disclosure, such Granting Lender has given written notice to Borrower of the agency, dealer or provider to which such disclosure is being made and the contents of such disclosure. This Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld (except Borrower’s consent shall not be required if (i) a Default or an Event of Default exists and is continuing, any other Bankand (ii) the Eligible Assignee is not engaged in the securities brokerage business or the investment advisory business), may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender and the Borrower that it has received (and the Borrower and the Agent have provided its their consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee (and provided that it consents to such assignment in accordance with subsection 10.8(a)), the Company Borrower shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's ’s assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans Commitment retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's ’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank assignor Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "“originating Bank"Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, and the Agents Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any consent or waiver with respect to, this Agreement or any other Loan Document. Any Lender that sells a participation to any Person that is a “foreign corporation, partnership or trust” within the meaning of the other Loan Documents, and all amounts payable Code shall include in its participation agreement with such Person a covenant by such Person that such Person will comply with the Company hereunder shall be determined provisions of Section 9.10 as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due Person were a Lender and unpaid, or shall have been declared or shall have become due provide that the Agent and payable upon the occurrence of an Event of Default, each Participant Borrower shall be deemed to have the right third party beneficiaries of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreementsuch covenant. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (f) Any Lender (a “Granting Lender”) may, with notice to the Agent, grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement. The funding of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary contained in the foregoing or anywhere else in this Agreement, (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, and (iii) the Borrower and Agent shall continue to deal exclusively with the Granting Lender and any funding by an SPC hereunder shall not constitute an assignment, assumption or participation of any rights or obligations of the Granting Lender. Any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC, provided, as a condition precedent to such disclosure, (A) such agency, dealer or provider has delivered to such Granting Lender for the benefit of Borrower a written confidentiality agreement substantially similar to Section 10.9, and (B) simultaneous with or prior to such disclosure, such Granting Lender has given written notice to Borrower of the agency, dealer or provider to which such disclosure is being made and the contents of such disclosure. This Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000its Revolving Commitment and the Loans at the time owing to it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (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 the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information obligations under this Agreement with respect to the Assignee, Loans and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto ("an “Assignment and Acceptance") Assumption Agreement”), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in an Administrative Questionnaire. Subject to acceptance and recording thereof by the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect Administrative Agent pursuant to any Specified Swap ContractSection 2.02(a), such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of Assumption Agreement, the above-referenced processing fee, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption Agreement, shall have the rights and obligations of a Bank under the Loan Documentsthis Agreement, and (ii) the assignor assigning Bank thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and AcceptanceAssumption Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Documents. (c) Within five Business Days after its receipt case of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Assumption Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments covering all of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's ’s rights and obligations under this Agreement and Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the other Loan Documentsbenefits of Sections 3.01, 3.03, 10.04, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement10. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower and the Agent, which consents consent of the Borrower shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to (x) an Eligible Assignee that is an Affiliate of such BankBank or (y) another Bank (each an "“Assignee"”)) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("an “Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]4,000; and (ii) if provided, further, each Bank’s Pro Rata Share shall be the assignor Bank or any same in each type of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyCommitment. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and the Borrower and the Agent have provided its their consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan DocumentsDocuments (and, in the case of an Assignment and Acceptance covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.3, 4.4, 12.4 and 12.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee (and provided, that the Borrower consents to such assignment in accordance with Section 12.9(a)), the Company shall Borrower shall, if requested by the Assignee or the assignor Bank thereunder, execute and deliver to the Administrative Agent, Agent new Notes evidencing such Assignee's ’s assigned Loans and Commitment Commitments and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank)) and the assignor Bank shall deliver its Note or Notes marked “exchanged” or “cancelled,” as applicable, to the Agent. Immediately upon each Assignee's making its payment of the processing fee payment under the Assignment and AcceptanceAcceptance and the satisfaction of the other conditions set forth in Section 12.9(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) The Agent shall maintain at its address referred to in Schedule 12.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. Any assignment of any Loan or other obligations shall be effective only upon an entry with respect thereto being made in the Register. (e) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating “Originating Bank"”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Bank's ’s obligations under this Agreement shall remain unchanged, (ii) the originating Originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, the Agent, and the Agents other Banks shall continue to deal solely and directly with the originating Originating Bank in connection with the originating Originating Bank's ’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no . Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall transfer retain the sole right to enforce this Agreement and to approve any amendment, modification or grant waiver of any participating interest under which provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the Participant has rights to 01consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 12.1 that directly affects such Participant. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3, 4.4 and 12.5 as though it were also a Bank hereunder (but not in any greater amounts than would have been payable to the Bank selling the participation if no participation were sold), and not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement, provided such Participant agrees to be subject to Section 2.14 as though it were a Bank. (ef) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest Nothing contained in this Agreement and the Note held by it shall prevent a Bank from pledging its interest in favor of any its Loans to a Federal Reserve Bank in the Federal Reserve System of the United States in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) After payment in full of, and satisfaction of all Obligations under, any Note, the Bank or other party holding such Note agrees to promptly return such Note marked “Paid in Full” to the Borrower. (h) Notwithstanding the foregoing provisions of this Section 12.9, no assignment or participation may be made if such assignment or participation involves, or could involve, the use of assets that constitute, or may be deemed under ERISA, the Code or any other applicable law, or any ruling or regulation issued thereunder, or any court decision, to constitute the assets of any employee benefit plan (as defined in section 3(3) of ERISA) or any plan as defined in section 4975(e)(1) of the Code).

Assignments, Participations, etc. (ai) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld or delayed (except Borrower’s consent shall not be required if a Default or an Event of Default exists and is continuing), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (ix) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 and (iiy) if the assignor Bank no such assignment shall be made to any Defaulting Lender or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this AgreementSubsidiaries, or any of the other Loan DocumentsPerson who, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except thatupon becoming a Lender hereunder, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as would constitute a Bank under this AgreementDefaulting Lender. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, the Swing Line Lender and the Issuer, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender’s outstanding Loans and/or Commitments (provided that no written consent of either Agent the Company, the Agent, the Swing Line Lender or the Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender); provided, however, that (i) the Company Company, the Agent and the Agents Co-Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Company, the Agent and the Co-Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E D ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Co-administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and and, if required, provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder (including without limitation any obligations under Section 10.10) have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and, if required, provided that it consents to such assignment in accordance with subsection 11.08(a)), the Company shall execute and deliver to the Administrative Agent, Agent new Notes evidencing such Assignee's ’s assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's ’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "“originating Bank"Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Company, each Issuer and the Agents Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clause (a) (but only in respect of any increase of any Commitment of any originating Lender), (b) or (e) of the first proviso to Section 11.01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 4.01, or any of the other Loan Documents4.03 and 11.05 as though it were also a Lender hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note Notes held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) 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 and, to the extent expressly contemplated hereby, the Affiliates of each of the Administrative Agent and the Lenders and Issuing Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may assign to one or more assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender or a Lender Affiliate, each of the Borrower and the Administrative Agent may, and with the each Issuing Bank must give their prior written consent of the Agents, to such assignment (which consents consent shall not be unreasonably withheld), any other Bank, may at any time assign and delegate (ii) except in the case of an assignment to one a Lender or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any a Lender Affiliate or an assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loansentire remaining amount of the assigning Lender's Commitment, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Commitment of the assigning Lender subject to each such assignment (i) determined as of the Company date the Assignment and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information Acceptance with respect to the Assignee, shall have been given such assignment is delivered to the Company Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent by such Bank otherwise consent, (iii) 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, except that this clause (iii) shall not apply to rights in respect of outstanding Bid Loans, (iv) the Assignee and the Assignee; (B) such Bank Assignor in respect of each assignment shall execute and its Assignee shall have delivered deliver to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") , together with any Note or Notes subject to such assignment a processing and recordation fee of $3,500, and (Cv) the assignor Bank or Assignee has paid Assignee, if it shall not be a Lender, shall deliver to each the Administrative Agent a processing fee in the amount of its $[______________]an Administrative Questionnaire; and (ii) if the assignor Bank or provided further that any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (bf) From or (g) of Section 8.01 has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documentsthis Agreement, and (ii) the assignor Bank assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Documentscase of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.05, 3.08, 3.09, 3.10, 3.11 and 10.05)(but only to the extent such Lender notifies the Borrower of any claim under such Section within 90 days after it obtains knowledge thereof). 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 (e) of this Section. (c) Within five Business Days after The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its receipt offices in the United States a copy of notice by the Administrative Agent that it has received an executed each Assignment and Acceptance delivered to it and payment a register for the recordation of the processing feenames and addresses of the Lenders, and the Company shall execute Commitment of, and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the assignor Bank (such Notes Borrower, and any Lender and any Issuing Bank, at any reasonable time and from time to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately time upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoreasonable prior notice. (d) Upon its receipt of a duly completed Assignment and Acceptance 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 and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Any Lender may, without the consent of the Borrower, any Issuing Bank may at any time or the Administrative Agent, sell participations to one or more commercial banks or other Persons not Affiliates of the Company entities (each a "Participant") participating interests in any Loans, the all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan DocumentsLoans owing to it); provided, however, provided that (i) the originating Banksuch Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the Company Borrower, the Administrative Agent, the Issuing Banks and the Agents other Lenders shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Banksuch 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 the other Loan Documentsto approve any amendment, and (iv) no Bank shall transfer modification or grant any participating interest under which the Participant has rights to 01. In the case waiver of any provision of this Agreement; provided that such participationagreement 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 proviso to Section 10.02 that affects such Participant. Subject to paragraph (f) of this Section, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, Borrower agrees that each Participant shall be deemed entitled to have the right benefits of set-off in respect of its participating interest in amounts owing under this Agreement Sections 3.05 (other than 3.05(f)), 3.06, 3.08, 3.09 and 3.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the amount extent permitted by law, each Participant also shall be entitled to the benefits of its participating interest Section 10.06 as though it were owing directly a Lender, provided such Participant agrees to be subject to Section 3.06 as though it as were a Bank under this AgreementLender. (ef) Notwithstanding A Participant shall not be entitled to receive any other provision in this Agreementgreater payment under Section 3.05, any Bank 3.08, 3.09 or 3.10 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 3.05 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.05(f) as though it were a Lender. (g) Any Lender may at any time create pledge or assign a security interest in, or pledge, in all or any portion of its rights under and interest in this Agreement and the Note held by it in favor to secure obligations of any such Lender to a Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Bank, and such Federal Reserve Bank may enforce this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest in shall release a Lender from any manner permitted under applicable lawof its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

Assignments, Participations, etc. (a) Any Agent Subject to Section 10.13(b) below, any Lender may, and with the written prior consent of the Agents, Borrower (which consents consent shall not be unreasonably withheldwithheld or delayed or conditioned, however, it will not be considered unreasonable for the Borrower to withhold consent if any other Banksuch assignment could have the effect of increasing the Borrower’s or any Guarantor’s costs under the Financing Documents, may due to new or increased Taxes, or otherwise), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, all or any ratable part of all, of the Loans, the Commitments its Loan Commitment or Loan and the other rights and obligations of such Bank hereunderLender hereunder and under the other Financing Documents, in to another bank or financial institution. Any partial assignment of a minimum amount Loan Commitment or any Loan under this Section 10.13(a) shall not be less than $10,000,000 or any integral multiple of $5,000,000; provided5,000,000 in excess thereof. (b) Notwithstanding Section 10.13(a) above, howeverany Lender may, that without the prior written consent of the Borrower, assign all or any part of its Loan Commitment or Loan and the other rights and obligations of such Lender hereunder and under the other Financing Documents (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until Affiliate of such Lender, (ii) to another Lender, (iii) to any Person if following the occurrence of an Event of Default, or (iv) if requested to do so by the Borrower under Section 2.13; provided that only with respect to assignments to an Affiliate of a Lender or another Lender (A) the assigning Lender shall have given at least ten (10) Business Days’ prior written notice to the Borrower, the Administrative Agent and the Security Agent of such proposed assignment, together with payment instructions, addresses and related information with respect to the Assigneeassignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank proposed assignment would not result in any increase in Taxes or increased cost to the Borrower, (C) any partial assignment of a Loan Commitment or any Loan under this Section 10.13(b) shall not be less than $10,000,000 or any integral multiple of $5,000,000 in excess thereof, and (D) each such assignment by a Lender of its Assignee Loans or its Loan Commitment shall be made in such a manner so that the same portion of its Loans and Loan Commitment is assigned to the assignee. With respect to any assignment under this Section 10.13, the Borrower, the Administrative Agent and the Security Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until the assigning Lender shall have delivered to the Company Borrower, the Administrative Agent and the Administrative Security Agent an Assignment and Acceptance substantially in the form of Exhibit E C attached hereto ("an “Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with assignment from the consent of the Companyassigning Lender. (bc) From Subject to Section 8.10, from and after the date that the Administrative Agent notifies the assignor Bank assigning Lender and the Borrower that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender hereunder and under the Loan other Financing Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the assignee, and any reference to the assigning Lender hereunder or under the other Financing Documents shall thereafter refer to such Lender and to the assignee to the extent of their respective interests, and (ii) the assignor Bank assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Financing Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Financing Documents; provided that any Lender that assigns all of its Loan Documents. (c) Within five Business Days after its receipt Commitment and Loans hereunder in accordance with Section 10.13 shall continue to have the benefit of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver indemnification provisions under this Agreement to the Administrative Agentextent any indemnification relates to facts which occurred while it was a Lender (including Sections 2.8, new Notes evidencing 2.10, 2.11, 10.1 and 10.2), which shall survive as to such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoLender. (d) Any Bank may Lender (the “Originating Lender”) may, at its own cost, at any time after the initial Borrowing has occurred, sell to one or more commercial banks bank, financial institution, trust, fund or other Persons entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which is not Affiliates an Affiliate of the Company Borrower, a Competitor or an Affiliate of a Competitor (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documentsits Loan; provided, however, that (i) the originating Bank's Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Originating Lender in connection with the originating Bank's Originating Lender’s rights and obligations under this Agreement and the other Loan Financing Documents, (iv) any such sale of participating interest shall not result in any increase in Taxes or increased cost to the Borrower or Guarantors, and (ivv) no Bank Lender shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Financing Document. In the case of any such participation, the Participant shall not have any rights or claims under this Agreement, Agreement or any of the other Loan Documents, Financing Documents (the Participant’s rights against the Originating Lender in respect of such participation to be those set forth in the agreement executed by the Originating Lender in favor of the Participant relating thereto) and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision contained in this AgreementAgreement or any other Financing Document to the contrary, any Bank Lender may at any time create a pledge or assign as collateral security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note Loans held by it it; provided that (i) the pledge or assignment as collateral security, its enforcement and payment thereunder would not result in favor any increased costs or Taxes on the Borrower or the Guarantors, and (ii) any payment in respect of any Federal Reserve Bank such assigned Loans made by the Borrower to or for the account of the assigning or pledging Lender in accordance with Regulation A the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned Loan to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder. (f) If: (i) a Lender assigns or transfers any of its rights or obligations under the Financing Documents or changes its Applicable Lending Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to a permitted assignee or Lender acting through its new Applicable Lending Office under Sections 2.8 or 2.10, then the permitted assignee or Lender acting through its new Applicable Lending Office is only entitled to receive payment under those Sections to the same extent as the assigning Lender or Lender acting through its previous Applicable Lending Office would have been if the assignment, transfer or change had not occurred. (g) Subject to actions permitted under clause 5.2(a) of the FRB Fiduciary Assignment, the Borrower shall not assign or U.S. Treasury Regulation 31 CFR Section203.14, otherwise transfer any of its rights and such Federal Reserve Bank may enforce such pledge obligations under this Agreement or security interest in any manner permitted under applicable lawother Financing Document without the prior written consent of the Administrative Agent (acting on the instructions of all Lenders).

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees Persons (provided that no written consent of either the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank or to another Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment --------- Obligations and the other rights and obligations of such Bank hereunderunder the Transaction Documents, in a minimum amount of $5,000,0003,000,000; provided, however, -------- ------- that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E I ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or ------------------------- Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Transaction Documents have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documentsthis Agreement, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Transaction Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and AcceptanceSection 10.5(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromtherefrom and the Agent shall deliver to the Borrower and each Bank revised Schedules 1 and 2 reflecting the reallocation of Commitments and address changes. The Commitment portion of the Commitments allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "Participant") participating ----------- interests in any LoansLoans made by such Bank, the Commitment Obligations of that such Bank and the other interests of that such Bank (the "originating BankOriginator") hereunder and under ---------- the other Loan Transaction Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.-------- -------

Assignments, Participations, etc. (a) Any Agent The Bank may, and with the written consent of the Agents, Company (which consents consent shall not be unreasonably be withheld, any other Bank, may ) at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment, and the other rights and obligations of such the Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) . Upon the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice making of such assignmentan assignment the Assignee shall, together with payment instructionsfor all purposes, addresses and related information with respect to be considered the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyBank" under this Agreement. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons financial institutions not Affiliates of the Company (a "Participant") participating interests in any ratable part (but not all) of any Loans, the Commitment of that the Bank and the other interests of that the Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents Company, shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no the Bank shall not transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such the Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (ec) Notwithstanding any other provision in this Agreement, any the Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (at all times other than during the existence of a Default or an Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, provided, however, that the aggregate principal amount of the Commitments and Loans assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5,000,000; provided5,000,000 (or if less, howeverthe entire Commitments then held by such Lender) and integral multiplies of $1,000,000 thereafter and after giving effect to any such assignment by a Lender, that the aggregate amount of the Commitments and/or Loans held by such assigning Lender is at least $5,000,000 (i) unless such Lender has assigned the Company entire Commitment and Loans then held by it). The Borrower and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) required consents with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 132 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000its Revolving Commitment and the Loans at the time owing to it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed, and in any event, the Agents may continue Company shall be deemed to deal solely and directly with have consented to any such Bank in connection with the interest so assigned to an Assignee until (A) assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after it receives a written request for consent thereto), (ii) each partial assignment shall be made as an assignment of such assignment, together with payment instructions, addresses a proportionate part of all the assigning Bank’s rights and related information obligations under this Agreement with respect to the Assignee, Loans and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto ("an “Assignment and Acceptance") Assumption Agreement”), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in an Administrative Questionnaire. Subject to acceptance and recording thereof by the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect Administrative Agent pursuant to any Specified Swap Contractsubsection 2.02(a), such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of Assumption Agreement, the above-referenced processing fee, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption Agreement, shall have the rights and obligations of a Bank under the Loan Documentsthis Agreement, and (ii) the assignor assigning Bank thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and AcceptanceAssumption Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Documents. (c) Within five Business Days after its receipt case of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Assumption Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments covering all of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's ’s rights and obligations under this Agreement and Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the other Loan Documentsbenefits of Sections 3.01, 3.03, 10.04, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement10. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and Borrower, which consents consent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent or Borrower shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 or, if less, the entire Commitment of such Lender; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until until: (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; ; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E and substance reasonably satisfactory to Agent, such Lender and its Assignee (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment and ); and (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,000. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it the Agent has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) to an executed Assignment and Acceptance and payment of the above-referenced processing fee, : (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under this Agreement and the other Loan Documents, and ; and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by Immediately upon the Administrative Agent that it has received an executed Assignment and Acceptance and payment making of the processing fee, the Company shall execute and deliver fee payment to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion Agent in respect of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoLender to the same extent. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "Participant") participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "originating BankOriginating Lender") hereunder and under the other Loan Documents; provided, however, that that: (i) the originating BankOriginating Lender's obligations under this Agreement shall remain unchanged, ; (ii) the originating Bank Originating Lender shall remain solely responsible for the performance of such obligations, ; (iii) the Company Borrower and the Agents Agent shall continue to deal solely and directly with the originating Bank Originating Lender in connection with the originating BankOriginating Lender's rights and obligations under this Agreement and the other Loan Documents, and ; (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 9.1; and 01(v) the participation shall be in a minimum amount of $5,000,000 or, if less, the entire commitment of such Originating Lender. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision contained in this AgreementAgreement or any other Loan Document to the contrary, any Bank Lender may at any time create a security interest in, or pledge, assign all or any portion of its rights under and interest in this Agreement and the Note Loans held by it in favor of to any Federal Reserve Bank in accordance with Lender or the United States Treasury as collateral security pursuant to Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank may enforce Lender, provided that any payment in respect of such pledge assigned Loans made by the Borrower to or security interest for the account of the assigning or pledging Lender in any manner permitted under applicable lawaccordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect to such assigned Loans to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part -------- of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely -------- ------- and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment --------- ---------- and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a -------------- processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments -76- of the assigning Bank pro tanto.. --- ----- (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating ----------- interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this -------- ------- Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Issuing Bank and the Agents Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 11. 01. In the case of any such ------- participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14(S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and 3,500 (ii) if the assignor including, without limitation, in connection with any assignment by a Bank or any of its Affiliates is to a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyBank). (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with subsection 10.8(a)) the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 10. 011. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 3.1, or any of the other Loan Documents3.3 and 10.5 as though it were also a Bank hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (ai) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent all such assignments shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $1,000,000 if made to another Lender in the Lender Group or $5,000,000 if made to any other Assignee; (ii) no Lender shall have Commitments, immediately following an assignment, of an aggregate amount of less than $1,000,000 unless such Lender shall have assigned all of its Loans, Commitments, rights and obligations hereunder, and no Assignee, other than a Lender in the Lender Group, shall have Commitments immediately following an assignment of an aggregate amount of less than $5,000,000, unless such Assignee shall have assigned all of its Loans, Commitments, rights and obligation hereunder; (iii) the prior written consent of the Administrative Agent shall be required for assignments other than assignments between members of the Lender Group or assignments by a Lender to its wholly-owned Affiliate (or its parent institution), which consent shall not be unreasonably withheld or delayed; (iv) the prior written consent of the relevant Issuing Lender shall be required for all assignments of risk participations in Letters of Credit other than assignments between members of the Lender Group or assignments by a Lender to its wholly-owned Affiliate (or its parent institution), which consent shall not be unreasonably withheld or delayed; providedand (v) so long as there is no Event of Default, howeverthe prior written consent of the Company, that which consent shall not be unreasonably withheld or delayed, shall be required for any assignment except the consent of the Company shall not be required for (iA) assignments by a Lender to its wholly-owned Affiliate (or its parent institution) or (B) assignments between members of the Lender Group. (b) Notwithstanding any assignment, the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank an assigning Lender in connection with the interest interests so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an a Notice of Assignment and Acceptance in the form of Exhibit E (G hereto(an --------- "Assignment and Acceptance"); (iii) together except in connection with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has initial syndication of the Commitments by the Underwriters, the processing fee of $3,500 shall have been paid to each the Administrative Agent for an assignment to an Assignee outside the Lender Group or a processing fee in of $2,500 shall have been paid to the amount Administrative Agent for an assignment between members of its $[______________]the Lender Group; and (iiiv) if all consents from the assignor Bank Administrative Agent, the Company or any of its Affiliates is a Swap Provider with respect Issuing Lender required pursuant to this Agreement or any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyLoan Document have been obtained. (bc) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feehas become effective, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, Documents and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. The Administrative Agent shall record the information contained in the Assignment and Acceptance in the Register. (cd) Within five Business Days after its receipt of notice by Immediately upon the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptancebecoming effective, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (de) Notwithstanding any of the foregoing, any Lender may at any time assign all or any portion of its rights under this Agreement and any Note to a Federal Reserve Lender, without restriction hereunder; provided, however, that -------- ------- no such assignment shall release any Lender from its obligations hereunder. (f) Any Bank Lender may at any time sell to one or more commercial banks Lenders or other Persons not Affiliates of the Company institutional investors (a "Participant") participating interests in any Loans, Commitments together with the Commitment related Loans of that Bank and the Lender together with any other interests interest of that Bank (the "originating Bank") hereunder and under the other Loan DocumentsLender hereunder; provided, however, that (i) the originating Bank-------- ------- Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating BankLender's rights and obligations under this Agreement and the other Loan DocumentsAgreement, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to, or any consent or waiver with respect to this Agreement except to the extent such amendment, consent or waiver would as to such Participant: 01(a) postpone or delay any date fixed for any payment of principal, or interest; (b) reduce the principal of, or the Applicable Amount specified herein for any Loan; (c) reduce the commission on any Letter of Credit, or of any fees payable to the Administrative Agent for the account of the Lenders hereunder; (d) release the Subsidiary Guaranty, any Subsidiary Guarantor, release all or substantially all of the Collateral except as otherwise expressly provided in the Collateral Documents. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank Lender had not sold such participation; , except that, that if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. (eg) Notwithstanding Each Lender agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all non-public information provided to it by the Company or any Subsidiary of the Company or by the Administrative Agent in connection with this Agreement or any Collateral Document and neither it nor any of its Affiliates shall use any such information for any purpose or in any manner other provision in than pursuant to the terms contemplated by this Agreement, any Bank may at any time create a security interest in, except to the extent such information (i) was or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.becomes generally available to

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheld, any other and the Fronting Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the LoansLC Obligations, the Commitments and the other rights and obligations of such Bank Lender hereunder, provided, however, that (w) the aggregate principal amount of the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5,000,000; provided5,000,000 (or if less, howeverthe entire Commitment then held by such Lender), that (ix) after giving effect to any such assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitment and the Tranche B Commitment is the same, and (z) the Company Assignee provides the Administrative Agent and the Agents Borrower with the form specified in Section 9.10. The Borrower and the Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E C ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Credit Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Credit Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Credit Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's ’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in any LoansLC Obligations, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "“originating Bank"Lender”) hereunder and under the other Loan Credit Documents; provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Credit Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Credit Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 10. 011. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 3.1, or any of 3.3 and 10.5 to the other Loan Documentsextent the Lender selling such participation would be so entitled as though it were also a Lender hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. All participations shall be pro rata among such Lender’s Tranche A Commitment and Tranche B Commitment. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note any LC Obligation held by it in favor of any Federal Reserve Bank Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (ai) Any Agent Each Lender may, and with the prior written consent approval of the AgentsBorrower and the Administrative Agent, assign to one or more assignees, which consents shall approvals will not be unreasonably withheld, and (ii) each Lender may, without the consent of the Borrower or the Administrative Agent, assign to any of its Lender Affiliates or to any other BankLender, may at any time assign and delegate other than a Lender replaced pursuant to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) Section 3.14(b), (each such Person, an "Assignee") all), all or any ratable part fraction of all, of the its Committed Loans, the Commitments if any, owed to it and the other rights and obligations of such Bank hereunder, its Commitment in a minimum amount of $5,000,000; provided, however, that the Borrower shall not, as a result of an assignment by any Lender to any of its wholly-owned Subsidiaries incur any increased liability for Taxes and Other Taxes pursuant to Section 3.05. (ib) the Company No assignment shall become effective, and the Agents may Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with such Bank each Lender in connection with the interest interests so assigned by such Lender to an Assignee Assignee, until (Ai) written notice of such assignment, together with an agreement to be bound, payment instructions, addresses and related information with respect to the such Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the such Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance , in substantially the form of Exhibit E 10.08 (a "Notice of Assignment"), and such Lender and such Assignee shall have executed in connection therewith an Assignment and Acceptance") together with any Note or Notes subject Assumption Agreement in substantially the form of Attachment A to such assignment and Notice of Assignment, (Cii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; 3,500 shall have been paid to the Administrative Agent by the assignor Lender or the Assignee, and (iii) either (A) five Business Days shall have elapsed after receipt by the Administrative Agent of the items referred to in clauses (i) and (ii) or (B) if earlier, the Administrative Agent shall have notified the assignor Bank or any Lender and the Assignee of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent receipt of the Companyitems mentioned in clauses (i) and (ii) and that it has acknowledged the assignment by countersigning the Notice of Assignment. (bc) From and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feeany assignment, (i) the Assignee thereunder shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignee by the assignor Lender, shall have the rights and obligations of a Bank Lender hereunder and under the each other Loan DocumentsDocument, and (ii) the assignor Bank shallLender, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptancethe Assignee, relinquish its rights and shall be released from its obligations hereunder and under the each other Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoDocument. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates (each of the Company (such Persons being herein called a "Participant") participating interests in any of the Loans, the its Commitment or any other interest of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documentssuch Lender hereunder; provided, however, that that (i) the originating Bank's no participation contemplated in this Section 10.08(d) shall relieve such Lender from its Commitment or its other obligations hereunder or under this Agreement shall remain unchanged, any other Loan Document; (ii) the originating Bank such Lender shall remain solely responsible for the performance of its Commitment and such other obligations, ; (iii) the Company Borrower and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Banksuch Lender's rights and obligations under this Agreement and the other Loan Documents, and Agreement; and (iv) no Bank Participant, unless such Participant is itself a Lender, shall transfer be entitled to require such Lender to take or grant refrain from taking any participating interest action hereunder or under which the any other Loan Document, except that such Lender may agree with any Participant has rights that such Lender will not, without such Participant's consent, approve any amendment to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any consent or waiver with respect to, this Agreement or any other Loan Document, to the extent such amendment, consent or waiver would require unanimous consent of the other Loan Documents, and all amounts payable by Lenders as described in the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed proviso to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this AgreementSection 10. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a1) Any Agent may, and with With the prior written consent of the AgentsAdministrative Agent and, which but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents shall not to be unreasonably withheldwithheld or delayed, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender or to another Lender or its Affiliate) (each an "“Assignee"”) all, all or any ratable part of all, such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans, Loans at the Commitments time owing to it) and the other rights and obligations of Obligations held by such Bank Lender hereunder, in a minimum amount of $5,000,0005 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or such lesser amount as agreed by the Administrative Agent; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that (i) MAC, the Company Borrower, the Issuing Lender and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower, the Issuing Lender and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment Agreement and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (bA) From and after the date that the Administrative Agent notifies the assignor Bank Lender and the Borrower that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee, : (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAcceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents. Documents (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company but shall execute and deliver be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans assignment) and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising resulting therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments. (3) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in all or any Loans, the Commitment portion of that Bank its rights and obligations under this Agreement and the other interests Loan Documents (including all or a portion of that Bank its Commitments and the Loans owing to it) (the "originating Bank") hereunder and under the other Loan Documents“Originating Lender”); provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, and (iii) the Company Borrower, the Issuing Lender and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 2.5, or any 2.6 and 2.7 (and subject to the burdens of the other Loan DocumentsSections 2.8 and 11.8 above) as though it were also a Lender thereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (e4) Notwithstanding any other provision contained in this AgreementAgreement or any other Loan Document to the contrary, any Bank Lender may at any time create a security interest in, or pledge, assign all or any portion of its rights and obligations under and interest in this Agreement and the Note held by it in favor other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Bank in accordance with Lender or the United States Treasury as collateral security pursuant to Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank may enforce Lender, provided that any payment in respect of such pledge assigned interests made by the Borrower to or security interest for the account of the assigning and/or pledging Lender in any manner permitted under applicable lawaccordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrower, the Agent, the Swingline Lender and Bank of America as Issuing Lender, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent (x) the Borrower shall be required either in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an a Lender or a Lender Affiliate of such BankLender or at any time that an Event of Default shall exist and (y) the Swingline Lender in its capacity as such and Bank of America in its capacity as an Issuing Lender shall be required in connection with an assignment of outstanding Term Loans) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender hereunder (although such assignments do not have to be pro rata among the respective Tranches); provided, however, that (i) any such assignment to an Eligible Assignee which is not a Lender or a Lender Affiliate shall be in a minimum amount equal to the Company lesser of $5,000,000 or the full amount of the assignor Lender's outstanding Loans and Commitments; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E L ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]); and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable assignment is recorded by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon Agent in the occurrence of an Event of Default, each Participant shall be deemed Register pursuant to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.Section

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate Upon notice to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Borrower, any Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form may, as long as no Event of Exhibit E ("Assignment and Acceptance") together with any Note Default has occurred or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractoccurring, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "Participant") participating interests in any LoansAdvances, the Revolving Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, howeverPROVIDED, HOWEVER, that the Borrower shall have no additional expense as a result of such participation, and PROVIDED, FURTHER, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 3.01, 3.03 and 10.05 as though it were also a Bank hereunder, and not have any other rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (eb) Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" by the Borrower and provided to it by the Borrower or any Subsidiaries of the Borrower, or by the Administrative Agent on the Borrower's or such Subsidiary's behalf, in connection with this Agreement or any other Loan Document, and neither such Bank nor any of its Affiliates shall disclose any such information for any purpose or in any manner other than pursuant to the terms contemplated by this Agreement, except to the extent such information was or becomes generally available to the public other than as a result of a disclosure by such Bank; PROVIDED, HOWEVER, that any Bank may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which such Bank is subject or in connection with an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Administrative Agent, any Bank or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; and (F) to such Bank's independent auditors and other professional advisors. Notwithstanding the foregoing, the Borrower authorizes each Bank to disclose to any assignee and proposed assignee, and to any Participant and any prospective Participant, such financial and other information in such Bank's possession concerning the Borrower or its Subsidiaries which has been delivered to the Administrative Agent or the Banks pursuant to this Agreement or which has been delivered to the Administrative Agent or the Banks by the Borrower in connection with the Banks' credit evaluation of the Borrower prior to entering into this Agreement; PROVIDED that, unless otherwise agreed by the Borrower, such recipient agrees in writing to such Bank to keep such information confidential to the same extent required of the Banks hereunder. (c) Notwithstanding any other provision contained in this AgreementAgreement or any other Loan Document to the contrary, any Bank may at any time create a security interest in, or pledge, assign all or any portion of its rights under and interest in this Agreement and the Note held Advances made by it in favor of to any Federal Reserve Bank in accordance with or the United States Treasury as collateral security pursuant to Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to or for the account of the assigning or pledging Bank may enforce in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such pledge or security interest in any manner permitted under applicable lawassigned Advances to the extent of such payment. No such assignment shall release the assigning Bank from its obligations hereunder.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower (at all times other than during the existence of an Event of Default), the Agent and the applicable Issuing Bank(s), which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower, the Agent or an Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Revolving Loan Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, hereunder in a an aggregate minimum amount of $5,000,00010,000,000, pro-rated in accordance with the respective amounts of the Facility A Commitment, the Facility B Term Loans outstanding and the Facility C Commitment of such Bank; provided that such Bank shall retain an aggregate amount of not less than $10,000,000 in respect thereof, unless such Bank assigns and delegates all of its rights and obligations hereunder to one or more Eligible Assignees on the time and subject to the conditions set forth herein; and provided, further, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") ), together with any Note or Notes subject to such assignment assignment; and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) 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 and, to the extent expressly contemplated hereby, the Affiliates 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) Any Lender may assign to one or more assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender or a Lender Affiliate, each of the Borrower and the Administrative Agent may, and with the must give their prior written consent of the Agents, to such assignment (which consents consent shall not be unreasonably withheld), any other Bank, may at any time assign and delegate (ii) except in the case of an assignment to one a Lender or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any a Lender Affiliate or an assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loansentire remaining amount of the assigning Lender's Commitment, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that the Commitment of the assigning Lender subject to each such assignment (i) determined as of the Company date the Assignment and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information Acceptance with respect to the Assignee, shall have been given such assignment is delivered to the Company Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent by such Bank otherwise consent, (iii) 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, except that this clause (iii) shall not apply to rights in respect of outstanding Bid Loans, (iv) the Assignee and the Assignee; (B) such Bank Assignor in respect of each assignment shall execute and its Assignee shall have delivered deliver to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") , together with any Note or Notes subject to such assignment a processing and recordation fee of $3,500, and (Cv) the assignor Bank or Assignee has paid Assignee, if it shall not be a Lender, shall deliver to each the Administrative Agent a processing fee in the amount of its $[______________]an Administrative Questionnaire; and (ii) if the assignor Bank or provided further that any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (bf) From or (g) of Section 8.01 has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section, from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documentsthis Agreement, and (ii) the assignor Bank assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Documentscase of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.05, 3.08, 3.09, 3.10, 3.11 and 10.05)(but only to the extent such Lender notifies the Borrower of any claim under such Section within 90 days after it obtains knowledge thereof). 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 (e) of this Section. (c) Within five Business Days after The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its receipt offices in the United States a copy of notice by the Administrative Agent that it has received an executed each Assignment and Acceptance delivered to it and payment a register for the recordation of the processing feenames and addresses of the Lenders, and the Company shall execute Commitment of, and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the assignor Bank (such Notes Borrower, and any Lender, at any reasonable time and from time to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately time upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoreasonable prior notice. (d) Upon its receipt of a duly completed Assignment and Acceptance 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 and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Any Bank may at any time Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more commercial banks or other Persons not Affiliates of the Company entities (each a "Participant") participating interests in any Loans, the all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan DocumentsLoans owing to it); provided, however, provided that (i) the originating Banksuch Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the Company Borrower, the Administrative Agent and the Agents other Lenders shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Banksuch 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 the other Loan Documentsto approve any amendment, and (iv) no Bank shall transfer modification or grant any participating interest under which the Participant has rights to 01. In the case waiver of any provision of this Agreement; provided that such participationagreement 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 proviso to Section 10.02 that affects such Participant. Subject to paragraph (f) of this Section, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, Borrower agrees that each Participant shall be deemed entitled to have the right benefits of set-off in respect of its participating interest in amounts owing under this Agreement Sections 3.05 (other than 3.05(f)), 3.06, 3.08, 3.09 and 3.10 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the amount extent permitted by law, each Participant also shall be entitled to the benefits of its participating interest Section 10.06 as though it were owing directly a Lender, provided such Participant agrees to be subject to Section 3.06 as though it as were a Bank under this AgreementLender. (ef) Notwithstanding A Participant shall not be entitled to receive any other provision in this Agreementgreater payment under Section 3.05, any Bank 3.08, 3.09 or 3.10 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 3.05 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.05(f) as though it were a Lender. (g) Any Lender may at any time create pledge or assign a security interest in, or pledge, in all or any portion of its rights under and interest in this Agreement and the Note held by it in favor to secure obligations of any such Lender to a Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Bank, and such Federal Reserve Bank may enforce this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest in shall release a Lender from any manner permitted under applicable lawof its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Borrower, which consents consent shall not be unreasonably withheldwithheld (except Borrower’s consent shall not be required if a Default or an Event of Default exists and is continuing), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and Borrower and, the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; (B) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment assignment; and (C) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender and the Borrower that it has received (and the Borrower and the Agent have provided its their consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee (and provided that it consents to such assignment in accordance with subsection 10.8(a)), the Company Borrower shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's ’s assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans Commitment retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's ’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank assignor Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "“originating Bank"Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, and the Agents Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any consent or waiver with respect to, this Agreement or any other Loan Document. Any Lender that sells a participation to any Person that is a “foreign corporation, partnership or trust” within the meaning of the other Loan Documents, and all amounts payable Code shall include in its participation agreement with such Person a covenant by such Person that such Person will comply with the Company hereunder shall be determined provisions of Section 9.10 as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due Person were a Lender and unpaid, or shall have been declared or shall have become due provide that the Agent and payable upon the occurrence of an Event of Default, each Participant Borrower shall be deemed to have the right third party beneficiaries of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreementsuch covenant. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (f) Any Lender (a “Granting Lender”) may, with notice to the Agent, grant to a special purpose funding vehicle (an “SPC”) the option to fund all or any part of any Loan that such Granting Lender would otherwise be obligated to fund pursuant to this Agreement. The funding of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were funded by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. Notwithstanding anything to the contrary contained in the foregoing or anywhere else in this Agreement, (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to fund all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, and (iii) the Borrower and Agent shall continue to deal exclusively with the Granting Lender and any funding by an SPC hereunder shall not constitute an assignment, assumption or participation of any rights or obligations of the Granting Lender. Any SPC may disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or guarantee to such SPC, provided, as a condition precedent to such disclosure, (A) such agency, dealer or provider has delivered to such Granting Lender for the benefit of Borrower a written confidentiality agreement substantially similar to Section 10.9, and (B) simultaneous with or prior to such disclosure, such Granting Lender has given written notice to Borrower of the agency, dealer or provider to which such disclosure is being made and the contents of such disclosure. This Section may not be amended without the prior written consent of each Granting Lender, all or any part of whose Loan is being funded by an SPC at the time of such amendment.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsBorrowers at all times other than during the existence of an Event of Default, the Agent, and the L/C Issuer with an outstanding Letter of Credit, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an “Assignee”) all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or, if less, the total amount of such Lender’s outstanding Loans and/or Commitments (provided that no written consent of either Agent the Borrower, the Agent, or the L/C Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000Lender); provided, however, that (i) the Company Borrowers and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrowers and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E “D” ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract3,000 provided, such Bank shall not assign all of its interest that in the 76 128 Loans and case of contemporaneous assignments by a Lender to more than one fund managed by the Commitments to an Assignee unless same investment advisor, only a single fee of $3,000 shall be payable for all such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companycontemporaneous assignments. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and and, if required, provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder (including any obligations under Section 11.10) have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five (5) Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (d) The Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time. The entries in such register shall be conclusive, in the absence of clear and obvious error, and the Borrowers, the Agent and the Lenders shall treat each person whose name is recorded in such register as the owner of the Commitments and the Loans recorded therein for all purposes of this Agreement. The register shall be available for inspection by the Borrowers, any Lender and their representatives, at any reasonable time and from time to time upon reasonable prior notice. (e) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrowers (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "“originating Bank"Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrowers, the L/C Issuer and the Agents Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the clause (a) (but only in respect of any increase of any Commitment of any Originating Lender), (b) or (c) of the first proviso to Section 12.01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any be entitled to the benefit of the other Loan DocumentsSections 4.01 and 11.05 as though it were also a Lender hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. (ef) Notwithstanding any other provision in this Agreement, (i) any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note Notes held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14C.F.R. Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawlaw and (ii) any Lender that is a fund that invests in bank loans may, without the consent of the Agent or the Borrower, pledge all or any portion of its rights under and interest in this Agreement to any trustee or to any other representative of holders of obligations owed or securities issued by such fund as security for such obligations or securities; provided, that any transfer to any Person upon the enforcement of such pledge or security interest may only be made subject to Section 12.08.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent consents of the AgentsBorrower and the Agent, which consents shall not be unreasonably withheldat the sole discretion of the Borrower and the Agent, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that (i) no written consent of either the Borrower shall be required during the existence of an Event of Default after the Agent has declared the Commitment of each Bank to make Loans to be terminated and (ii) no written consent of the Borrower or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Combined Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E J ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five (5) Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with Section 10.8(a)), the Company Borrower shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Combined Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating BankOriginator") hereunder and under the other Loan Documents; provided, however, that (i) the originating BankOriginator's obligations under this Agreement shall remain unchanged, (ii) the originating Bank Originator shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower and the Agents Agent shall continue to deal solely and directly with the originating Bank Originator in connection with the originating BankOriginator's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to waiver would require unanimous consent of the Banks as described in the first proviso to Section 10. 011. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 3.1, or any of the other Loan Documents3.3 and 10.5 as though it were also a Bank hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, assign all or any portion of its rights under and interest in this Agreement and the Note held by it for the purpose of creating a security interest in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000its Revolving Commitment and the Loans at the time owing to it); provided, however, provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank's Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (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 the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information obligations under this Agreement with respect to the Assignee, Loan or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit E C hereto (an "Assignment and AcceptanceASSIGNMENT AND ASSUMPTION AGREEMENT") ), together with any Note or Notes subject a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in an Administrative Questionnaire. Subject to acceptance and recording thereof by the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect Administrative Agent pursuant to any Specified Swap ContractSection 2.02(a), such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of Assumption Agreement, the above-referenced processing fee, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption Agreement, shall have the rights and obligations of a Bank under the Loan Documentsthis Agreement, and (ii) the assignor assigning Bank thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.the

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and with the written consents of the Administrative Agent and, in case of an assignment of a Revolving Commitment or L/C Obligations, the Issuing Lender and the Swingline Lender, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent the Company, the Administrative Agent, the Issuing Lender or the Swingline Lender shall be required in connection with any assignment and delegation by a Bank Lender to an a Person described in clause (ii), (iii), (iv) or (v) of the definition of Eligible Assignee that is an Affiliate of such BankAssignee) (each each, an "Assignee") all, or any ratable part of allpart, of the Loans, the Commitments Revolving Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder or all of such Lender's rights and obligations with respect to Revolving Commitment and Revolving Loans or Term Loans) or such lesser amount as may be approved by the Company and the Administrative Agent (provided that such minimum amount shall not apply to assignments by a Lender to Persons described in clause (ii), (iii), (iv) or (v) of the definition of Eligible Assignee and provided further that any assignment consisting solely of Term Loans may be in a minimum amount of $1,000,000); provided, however, that (iA) the Company Company, the Administrative Agent, the Issuing Lender and the Agents Swingline Lender may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; , (Bii) such Bank Lender and its the Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E K (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or the Assignee has shall have paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and 3,500 (ii) if provided that such fee shall not apply to any assignment by any Lender to any Affiliate of such Lender or, in the assignor Bank or case of any of its Affiliates assignee Lender that is a Swap Provider with respect fund, to any Specified Swap Contract, Person in clause (iv) of the definition of Eligible Assignee that has the same investment adviser as such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, assignee or that is managed by an Affiliate of such Assigneeinvestment adviser) and (B) the Company shall not, shall also assume all obligations as a result of such assignor Bank any -115- 126 assignment, delegation or Affiliate participation by any Lender, incur any increased liability for Taxes, Other Taxes or Further Taxes pursuant to Section 4.1. The Company designates the Administrative Agent as its agent for maintaining a book entry record of ownership identifying the Lenders, their respective addresses and the amount of the respective Loans and Notes which they own. The foregoing provisions are intended to comply with respect the registration requirements in Treasury Regulation Section 5f.103-1 so that the Loans and Notes are considered to be in "registered form" pursuant to such Specified Swap Contractsregulation. The Administrative Agent, with acting for this purpose as the consent agent of the Company, shall maintain at its address a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments and Loans of each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, absent manifest error, and the Company, the Agents, the Issuing Lender, the Swingline Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company, the Agents and the Lenders at any reasonable time and from time to time upon reasonable prior notice. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent consent, and obtained received the consent consents of the Documentation AgentSwingline Lender, the Issuing Lender and (if applicable) the Company, with respect to) to an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. Concurrently with or prior to giving such notice to the assignor Lender, the Administrative Agent shall have recorded the information contained in such Assignment and Acceptance in the Register. No assignment shall be effective for the purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any LoansLoan, the Revolving Commitment of that Bank such Lender and the other interests of that Bank such Lender (the "originating BankLender") hereunder and under the other Loan Documents; provided, however, that (i) the originating BankLender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Swingline Lender, the Issuing Lender and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating BankLender's rights and obligations under this Agreement and the other Loan Documents, Documents and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders or the consent of a particular Lender or the consent of the Required Revolving Lenders or Required Term Lenders, in each case as described in clauses (a) through (i) of the proviso to Section 11.1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3 and 11.5 as though it were also a Lender hereunder (provided, with respect to Sections 4.1 and 4.3, the Company shall not be required to pay any amount which it would not have any rights under this Agreement, or any of the other Loan Documentsbeen required to pay if no participating interest had been sold), and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each the Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. Each Lender which sells a participation will maintain a book entry record of ownership identifying the Participant(s) and the amount of such participation(s) owned by such Participant(s). Such book entry record of ownership shall be maintained by the Lender as agent for the Company and the Administrative Agent. This provision is intended to comply with the registration requirements in Treasury Regulation Section 5f.103-1 so that the Loans and Notes are considered to be in "registered form" pursuant to such regulation. Each Lender may furnish any information concerning the Company and its Subsidiaries in the possession of such Lender from time to time to participants and prospective participants and may furnish information in response to credit inquiries consistent with general banking practice. (ed) Notwithstanding any other provision in this Agreement, (i) any Bank Lender may at any time create a security interest in, or pledge, assign all or any portion of its rights under and interest in this Agreement and the any Note held by it to any Affiliate of such Lender that is an "Eligible Assignee" or create a security interest in, or pledge all or any portion of its rights under and interest in this Agreement and any Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawlaw and (ii) any Lender which is a fund may, pledge all or any portion of its Loans and Notes to its trustee in support of its obligations to its trustee.

Assignments, Participations, etc. (a) Any Agent Bank (x) may, and with the written consents of the Company and the Operating Agent, which consent of the Agents, which consents Operating Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one (1) or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank banks or other Banks or to an Eligible Assignee that is an Affiliate of such assigning Bank, which Affiliate shall not itself be a bank, provided that such Affiliate has a net worth of at least Seventy-Five Million Dollars ($75,000,000), and (y) may, with notice to the Operating Agent and the Company but without the consent of the Company or either of the Agents, assign and delegate to any Affiliate of such Bank which shall itself be a bank having a combined capital, surplus and undivided profits of at least Seventy-Five Million Dollars ($75,000,000) (each such bank, assignee Bank or Affiliate, as the case may be, being an "Assignee") all), all or any ratable part of all, of the Loans, Advances or the Commitments and the or any other rights and or obligations of such Bank hereunder, hereunder in a minimum amount of Twenty Million Dollars ($5,000,00020,000,000); provided, however, that (i) the Company and the Agents may shall be entitled to continue to deal solely and directly with such assigning Bank in connection with the interest interests so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Operating Agent shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent received an Assignment Notice and Acceptance in the form of Exhibit E G duly executed by the assigning Bank, its Assignee and the Company, ("Assignment ii) the processing fees described below shall have been paid and Acceptance"(iii) together with the assigning Bank shall have delivered to the Operating Agent any Note or Notes that shall be subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) assignment. From and after the date that (an "Assignment Effective Date") on which the Administrative Operating Agent notifies shall notify the assignor Company and the assigning Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feei), (iii) and (iii) above shall have occurred and all consents (if any) required under the preceding sentence shall have been given: (x) the Assignee thereunder shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder shall have been assigned to it pursuant to such Assignment Notice and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, Documents (including the right to receive any facility fee payable pursuant to Section 2.10(a)); and (iiy) the assignor assigning Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment Notice and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. Documents (c) Within five Business Days after its receipt and, in the case of notice by the Administrative Agent that it has received an executed Assignment Notice and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a covering all or its remaining portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the an assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no such Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participationcease to be a party thereto, the Participant shall not have any rights under this Agreementexcept as to Sections 2.15, or any of the other Loan Documents, 2.17 and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement9. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank (including any Issuing Bank) may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent and the Issuing Banks, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Administrative Agent or any Issuing Bank shall be required in connection with any assignment and delegation by a Bank to another Bank or to an Eligible Assignee that is an Affiliate of such assigning Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the Letter of Credit Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00010,000,000; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if provided, further, the assignor assignment may, at the option of the assigning Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractand the Assignor, such Bank shall not assign all any portion of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyany outstanding Bid Loans. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and, if required, the Administrative Agent, each Issuing Bank and the Company has each provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with subsection 11.8(a)), the -89- 96 Company shall shall, if requested by the Administrative Agent, execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) The Administrative Agent shall maintain at its address set forth in accordance with Section 11.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitments of, and principal amount of the Loans and Letter of Credit Advances owing to, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Company, the Administrative Agent and the Banks may treat each Person whose name is currently recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company or any Bank 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 Bank and an assignee representing that it is 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 E, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company. (f) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, any Letters of Credit, the Commitment of that Bank and the other interests of that Bank (the "originating " Originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Administrative Agent and the Agents each Issuing Bank shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 11. 011. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, to the extent permitted by law, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (eg) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. Notwithstanding the foregoing, no such assignment shall release the assigning Bank from its obligations hereunder.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsAgent and the Issuing Lender, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder); provided, however, that (i) the Company Company, the Agent and the Agents Issuing Lender may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its the Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E H ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent consent, and obtained received the consent of the Documentation Agent) Issuing Lender, with respect to) to an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.assignor

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsAgent and the Issuing Bank, which consents consent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of -------- the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, -------- however, that (i) the Company and the Agents Agent may continue to deal solely and ------- directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and --------- -------------- Acceptance") together with any Note or Notes subject to such assignment and (C) ---------- the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]2,500; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating ----------- interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this -------- ------- Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Issuing Bank and the Agents Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 11. 01. In the case of any such ----- ------- participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14(S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and with the consent of the Agent and L/C Administrator, which consents consent of the Company, Agent or L/C Administrator shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the LoansCompany, the Commitments and Agent or the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company.L/C Administrator (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and the Agent, L/C Administrator and, to the extent required, the Company have provided its their consent and obtained the consent of the Documentation Agent) with respect to) to an executed Assignment and Acceptance and that the Agent has received payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates Related Parties of the Company (a "Participant") participating interests in any LoansL/C Advance, any Letter of Credit, the L/C Commitment of that such Bank and the other interests of that such Bank (the "originating Originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Agent and the Agents L/C Administrator shall continue to deal solely and directly with the originating Originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks, as described in clause (a) of the proviso to Section 10.1. Each Bank which sells a participation will maintain a book entry record of ownership identifying the Participant(s) and the amount of such participation(s) owned by such Participant(s). Such book entry record of ownership shall be maintained by the Bank as agent for the Company and the Agent. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 3.1, or any of the other Loan Documents3.3 and 10.5 as though it were also a Bank hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each the Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement.this (ed) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, pledge all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the prior written consent of the AgentsCompany at all times other than during the existence of an Event of Default, and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an a Bank Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0005,000,000 and multiples of $1,000,000 in excess thereof; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the - 52 - Cinemark Investments Credit Agreement 62 Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an a Notice of Assignment and Acceptance in the form of Exhibit E C ("Notice of Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Notice of Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Notice of Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Notice of Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Notice of Assignment and Acceptance and payment of the processing fee, the Company shall shall, upon the request of the Assignee made through the Administrative Agent, execute and deliver to the Administrative Agent, one or more new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank had previously requested one or more Notes and has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Notice of Assignment and Acceptance, this Agreement Agreement, shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would extend the Maturity Date, decrease any interest or fee rate, increase any Commitment, reduce or delay any required payment or release any collateral or guarantor. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed entitled to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.the

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 83 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent, which consents of the Company and the Administrative Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank or another Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,00025,000,000 for assignments to other than Affiliates; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment and L/C Obligations of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Issuing Bank and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 11. 01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 4.01, or any of the other Loan Documents4.03 and 11.05 as though it were also a Bank hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower, the Administrative Agent and Bank of Americas as an Issuing Bank, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent the Borrower shall be required either in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an a Bank Affiliate of such BankBank or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Revolving Loans, the Commitments Revolving Commitment and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) any such assignment to an Eligible Assignee which is not a Bank or a Bank Affiliate shall be in a minimum amount equal to the Company lesser of $5,000,000 or the full amount of the assignor Bank's Revolving Loans and Revolving Commitment; and provided, still further, that the Borrower, the Issuing Banks and the Agents Administrative Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E K ("Assignment and Acceptance"); (iii) together with any Note or Notes subject to such assignment is recorded by the Administrative Agent in the Register pursuant to Section 2.02; and (Civ) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]3,500; and (ii) if provided, still further, that any assignment must include an equal percentage of the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans Bank's Revolving Commitment and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyRevolving Loans. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received the requirements of paragraph (and provided its consent and obtained the consent of the Documentation Agenta) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feeabove are satisfied, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. Anything herein to the contrary notwithstanding, any Bank assigning all of its Revolving Loans, Revolving Commitment and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and AcceptanceAcceptance and the recordation of same by the Administrative Agent in the Register pursuant to Section 2.02, this Agreement Agreement, shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments Aggregate Revolving Commitment and the outstanding Revolving Loans arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment Commitments of that such Bank and the other interests of that such Bank (the "originating Originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, the Issuing Bank and the Agents Administrative Agent shall continue to deal solely and directly with the originating Originating Bank in connection with the originating Originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, provided that such Participant shall have the right to approve any amendment, consent or waiver described in clauses (ii) and (iii) of the first proviso to Section 12. 01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 4.01, or any of 4.03 and 12.05, subject to the other Loan Documentssame limitations, as though it were also a Bank hereunder, subject to clause (f) below, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall shall, to the extent permitted under applicable law, be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision contained in this AgreementAgreement or any other Loan Document to the contrary, (i) any Bank may assign all or any portion of the Revolving Loans held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Federal Reserve Board and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Revolving Loans made by the Borrower or Holdings to or for the account of the assigning or pledging Bank in accordance with the terms of this Agreement shall satisfy the Borrower's or Holdings' obligations hereunder in respect to such assigned Revolving Loans to the extent of such payment and (ii) with the consent of the Administrative Agent, any Bank which is a fund may at any time create a security interest in, or pledge, pledge all or any portion of its Revolving Loans to its trustee in support of its obligations to its trustee. No such assignment shall release the assigning Bank from its obligations hereunder. (f) No Participant shall be entitled to receive any greater payment under Sections 4.01 or 4.03 than such Originating Bank would have been entitled to receive with respect to the rights under and interest in this Agreement and transferred unless such transfer is made with the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawBorrower's prior written consent.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent, which consents of the Company and the Administrative Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each, an “Assignee”) (provided that no written consent of either the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee"Lender or to another Lender) all, or any ratable part of all, of the Loans, the Commitments Pro Rata Share of the Commitments, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00025,000,000 for assignments to other than Affiliates; provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("“Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's ’s assigned Loans and Pro Rata Share of each Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its CommitmentPro Rata Share of the Commitments, replacement Notes in the principal amount of the Loans retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's ’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Pro Rata Shares of the Commitments arising therefrom. The Pro Rata Share of each Commitment allocated to each Assignee shall reduce such Commitments Pro Rata Shares of the assigning Bank Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "“Participant"”) participating interests in any Loans, the Commitment Pro Rata Share of the Commitments, and L/C Obligations of that Bank Lender and the other interests of that Bank Lender (the "“originating Bank"Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Issuing Lender and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating Bank's Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights toLoan 01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 4.01, or any of the other Loan Documents4.03 and 11.05 as though it were also a Lender hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. Each Participant may have voting rights only with respect to matters involving (i) extension of the Maturity Date or any other date upon which any payment of money is due to the Lenders, (ii) reduction of the rate of interest on the Notes, any fee or any other monetary amount payable to the Lenders, (iii) reduction of the amount of any installment of principal due, (iv) release of the guaranty, or any substantial portion of the collateral, or (v) changing the definition of “Requisite Lenders. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note Notes held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent and the Issuing Bank, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") -------- all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 or, if less, the Commitment of such Lender; provided, however, that (i) the Company and the Agents Agent may continue to deal -------- solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note --------- ------------------------- or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with subsection 11.8(a)), the Company shall execute and deliver ------------------ to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement Agreement, shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto.. --- ----- (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating ----------- interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "originating BankLender") hereunder and under the other Loan Documents; provided, however, that (i) the originating BankLender's -------- ------- obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Issuing Bank and the Agents Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating BankLender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 11. 011. In the case of any such ----- ------- ------------ participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections -------- 4.1, or any of the other Loan Documents4.3 and 11.5 as though it were also a Lender hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts --- --- ---- outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. (e) Each Lender agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Company and provided to it by the Company or any Subsidiary, or by the Agent on such Company's or Subsidiary's behalf, under this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by the Lender, or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to the Lender; provided, however, that any Lender may disclose such information (A) at the -------- ------- request or pursuant to any requirement of any Governmental Authority to which the Lender is subject or in connection with an examination of such Lender by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Agent, any Lender or their respective Affiliates may be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to such Lender's independent auditors and other professional advisors, and (G) to any Affiliate of such Lender, or to any Participant or Assignee, actual or potential, provided that such Affiliate, Participant or Assignee agrees to keep such information confidential to the same extent required of the Lenders hereunder. (f) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note Notes held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawFRB.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (provided that no written consent including all or a portion of either Agent shall be required its Commitment and the Loans (including for purposes of this subsection (b), participations in connection with any L/C Obligations and in Swing Line Loans) at the time owing to it); PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and delegation by the Loans at the time owing to it or in the case of an assignment to a Bank to an Eligible Assignee that is Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Bank) assignment, determined as of the date of the Assignment and Acceptance with respect to such assignment is delivered to the Agent or, if the "Trade Date" is specified in the Assignment and Acceptance, as of the Trade Date, shall not be less than $5,000,000 unless the Agent, and so long as no Default or Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an "Assignee") all, or any ratable assignment of a proportionate part of allall the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by the Agent, the Issuing Bank and the Swing Line Bank unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Agent pursuant to SECTION 11.08, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Acceptance, have the Commitments and the other rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Bank hereunderAssignment and Acceptance, be released from its obligations under this Agreement (and, in a minimum amount the case of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in covering all of the form assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Exhibit E ("Assignment SECTIONS 4.01, 4.03, 4.04, 11.04 and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider 11.05 with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in facts and circumstances occurring prior to the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate effective date of such Assigneeassignment). Upon request, the Company (at its expense) shall also assume all 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 assignor Bank or Affiliate Lender of a participation in such rights and obligations in accordance with respect to such Specified Swap Contracts, with the consent of the CompanySECTION 11.08(d). (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with SECTION 11.08(a)), the Company shall execute and deliver to the Administrative Agent, new Notes (if requested by the Eligible Assignee) evidencing such Eligible Assignee's assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Eligible Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Eligible Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Eligible Assignee shall reduce such Commitments of the assigning Bank pro tantoLender PRO TANTO. (d) Any Bank Lender may at any time time, without the consent of, or notice to, the Company or the Agent, sell participations to one any Person (other than a natural person or more commercial banks the Company or other Persons not Affiliates any of the Company Company's Affiliates or Subsidiaries) (each, a "ParticipantPARTICIPANT") participating interests in any 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 L/C Obligations and/or Swing Line Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documentsowing to it); provided, however, PROVIDED that (i) the originating Banksuch Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the Company Company, the Issuing Bank, the Agent and the Agents other Lenders shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Banksuch 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 the other Loan Documentsto approve any amendment, and (iv) no Bank shall transfer modification or grant any participating interest under which the Participant has rights to 01. In the case waiver of any provision of this Agreement; PROVIDED that such participationagreement 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 11.01 that directly affects such Participant. Subject to SECTION 11.08(f), the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, agrees that each Participant shall be deemed entitled to have the right benefits of set-off in respect of its participating interest in amounts owing under this Agreement SECTIONS 4.01, 4.03 and 4.04 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to SECTION 11.08(a), PROVIDED that if because of circumstances in effect on the amount effective date of its any sale of a participating interest interest, the Company would, under SECTION 4.01, be obligated to make any payment to or for the account of the applicable Lender, the Company shall only be obligated to make such payment to the extent that it would then have been obligated to make such payment to such Lender if it had not sold such participating interest. To the extent permitted by law, each Participant also shall be entitled to the benefits of SECTION 11.10 as though it were owing directly a Lender, PROVIDED such Participant agrees to be subject to SECTION 2.14 as though it as were a Bank under this AgreementLender. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (f) No assignee, participant or other transferee of any Lender's rights shall be entitled to receive any greater payment under ARTICLE IV than such Lender would have been entitled to receive with respect to the rights transferred or by reason of the provisions of ARTICLE IV requiring such Lender to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. (g) Notwithstanding anything to the contrary contained herein, any Lender (a "GRANTING LENDER") may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Agent and the Company (an "SPC") the option to provide all or any part of any Revolving Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; PROVIDED that (i) nothing herein shall constitute a commitment by any SPC to fund any Revolving Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Revolving Loan, the Granting Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Company under this Agreement (including its obligations under SECTIONS 4.01, 4.03 and 4.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Revolving Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Loan were made by such 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 debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Company and the Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Revolving Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Revolving Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. (h) 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 Loans owing to it and the Note, 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 11.08, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of Company (at all times other than during the Agentsexistence of an Event of Default) and Administrative Agent (at all times), which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that but no written consent of either Company or Administrative Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or a lesser amount, if such lesser amount constitutes all of the remaining Loans and Commitment of the assigning Lender); provided, however, that (i) the but Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (A1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (B2) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit E D ("Assignment and Acceptance") together with any Note or Notes subject to such assignment assignment, and (C3) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) Company's consent, if required, with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i1) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii2) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of (1) request therefor; (2) the Note(s),if any, previously held by the assignee Lender, and (3) notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the (and provided that it consents to such assignment in accordance with Section 9.08(a)), Company shall execute and deliver to the Administrative Agent, new Notes Note(s) evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank Lender has retained a portion of its Loans and its CommitmentCommitment and has requested the execution and delivery of Note(s), replacement Notes Note(s) in the principal amount of the Loans retained by the assignor Bank Lender (such Notes to be in -55- exchange for, but not in payment of, the Notes held by such BankLender). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, extent necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks Lenders or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "originating BankOriginator") hereunder and under the other Loan Documents; provided, however, that but (i1) the originating BankOriginator's obligations under this Agreement shall remain unchanged, ; (ii2) the originating Bank Originator shall remain solely responsible for the performance of such obligations, ; (iii3) the Company and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Originator in connection with the originating BankOriginator's rights and obligations under this Agreement and the other Loan Documents, and (iv4) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of Lenders as described in Sections 9.01(a) through (e). In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan DocumentsDocument, and all amounts payable by the Company hereunder shall be determined as if such Bank Originator had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Section 203.14, and such Federal Reserve Bank bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written --------------------------------- consent of the AgentsBorrower at all times other than while an Event of Default is subsisting, and the Agent and the Issuing Bank (all of which consents in each case shall not be unreasonably withheld), any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Borrower or the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such BankBank or that is a Bank then holding a Commitment hereunder) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in provided, that any such assigning Bank either retains a minimum amount Commitment and Loans of at least $5,000,000 or disposes of its entire Commitment and Loans and provided further that any Assignee shall have a Commitment and Loans of at least $5,000,000; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of $3,500. No Assignee shall be entitled to higher recoveries or greater rights under Sections 4.1, 4.2 and 4.3 than its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassignor. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feefee and the consent of the Issuing Bank (if required), (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, (ii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments and Loans arising therefrom, and (iiiii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents; provided, however, that the assignor Bank shall not relinquish its rights under Article IV or under Sections 11.4 and 11.5 (and any equivalent provisions of the other Loan Documents) to the extent such rights relate to the time prior to the effective date of the Assignment and Acceptance. The Commitment allocated to each Assignee shall reduce the Commitment of the assigning Bank pro tanto. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee and the consent of the Issuing Bank (if required), (and provided that it consents to such assignment in accordance with subsection 11.8(a)), the Company Borrower shall execute and deliver to the Administrative Agent, Agent any new Notes requested by such Assignee evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in as requested by the principal amount of assignor Bank evidencing the Loans and Commitment retained by the such assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, -------- however, that (i) the originating Bank's obligations under this Agreement shall ------- remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, the Issuing Bank and the Agents Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 11. 011. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3 and 11.5 as though it were also a Bank hereunder, and shall not otherwise have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the any Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with (A) the written consent of the AgentsBorrower, which consents consent shall not be unreasonably withheld (provided that such consent shall not be required (i) at any time that an Event of Default exists, (ii) in connection with an assignment of a Term Loan to a Related Fund or (iii) in connection with an assignment by Antares of the Term Loan, or any portion thereof, prior to completion of the primary syndication), (B) the written consent of Agent, which shall not be unreasonably withheld, and (C) with respect to any other Bankassignment of any Revolving Loan Commitment, may the written consent of all Issuing Lenders, at any time assign and delegate to one or more Eligible Assignees (provided that no the written consent of either the Agent or Borrower shall not be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of allof, of the Loans, the Commitments and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,0005,000,000 (or such lesser amount to which Agent, in its sole discretion, may agree) or, if less, the entire Commitment or Loan(s) of such Lender; provided, however, that (i) the Company Borrower and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until until: (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower and the Administrative Agent by such Bank Lender and the Assignee; ; (Bii) such Bank Lender and its Assignee shall have delivered to the Company Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E and substance reasonably satisfactory to Agent, such Lender and its Assignee (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment and ); and (Ciii) the assignor Bank Lender or the Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is 3,500 provided no processing fee shall be required to be paid in connection with an assignment by a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments Lender to an Eligible Assignee unless such Assignee, or that is an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyLender. (b) From Subject to the provisions of subsection 9.8(f) below, from and after the date that the Administrative Agent notifies the assignor Bank Lender that it the Agent has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) to an executed Assignment and Acceptance and payment of the above-referenced processing fee, : (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under this Agreement and the other Loan Documents, and ; and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt Subject to the provisions of notice by subsection 9.8(f) below, immediately upon the Administrative Agent that it has received an executed Assignment and Acceptance and payment making of the processing fee, the Company shall execute and deliver fee payment to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion Agent in respect of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments Commitment of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement Lender to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreementextent. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) 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 Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunderits Commitment and the Loans (including for purposes of this subsection (b), participations in a minimum amount of $5,000,000L/C Obligations) at the time owing to it); provided, however, provided that (i) except in the Company case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Agents may continue Loans at the time owing to deal solely and directly it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with such Bank in connection with respect to a Lender, the interest so assigned aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to an Assignee until (A) written notice of each such assignment, together determined as of the date the Assignment and Assumption with payment instructionsrespect to such assignment is delivered to the Administrative Agent or, addresses if “Trade Date” is specified in the Assignment and related information Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the AssigneeLoans or the Commitment assigned, (iii) the parties to each assignment shall have been given execute and deliver to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") Assumption, together with any Note or Notes subject a processing and recordation fee of $3,500 and (iv) each Issuing Lender and the Swing Line Lender shall have consented to such assignment (which consent shall not be unreasonably withheld or delayed). Subject to acceptance and (C) the assignor Bank or Assignee has paid to each recording thereof by the Administrative Agent a processing fee in the amount pursuant to subsection (c) of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contractthis Section, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of Assumption, the above-referenced processing fee, (i) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption, shall have the rights and obligations of a Bank Lender under the Loan Documentsthis Agreement, and (ii) the assignor Bank assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Documentscase of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01, 4.02 and 4.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrowers (at their expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. (c) Within five Business Days after its receipt The Administrative Agent, acting solely for this purpose as an agent of notice by the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, Lenders may treat each Person whose name is recorded in the Company shall execute and deliver Register pursuant to the Administrative Agentterms hereof as a Lender hereunder for all purposes of this Agreement, new Notes evidencing such Assignee's assigned Loans and Commitment and, if notwithstanding notice to the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained contrary. The Register shall be available for inspection by the assignor Bank (such Notes Borrowers and any Lender, at any reasonable time and from time to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately time upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoreasonable prior notice. (d) Any Bank Lender may at any time time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one any Person (other than a natural person or more commercial banks the Company or other Persons not Affiliates any of the Company Company’s Affiliates or Subsidiaries (each, a "“Participant"”) participating interests in any Loans, 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 Commitment of that Bank and the other interests of that Bank Loans (the "originating Bank"including such Lender’s participations in L/C Obligations) hereunder and under the other Loan Documentsowing to it); provided, however, provided that (i) the originating Bank's such Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Company Borrowers, the Administrative Agent and the Agents other Lenders shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Bank's 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, waiver or other Loan Documentsmodification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, (iii) release the Company as a Guarantor from the Master Guaranty and Intercreditor Agreement or (iv) no Bank shall transfer release all or grant any participating interest substantially all of the Guarantors from liability under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under Master Guaranty and Intercreditor Agreement except in accordance with this Agreement. Subject to subsection (e) of this Section, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Borrower agrees that each Participant shall be deemed entitled to have the right benefits of set-off in respect of its participating interest in amounts owing under this Agreement Sections 4.01, 4.02 and 4.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the amount extent permitted by law, each Participant also shall be entitled to the benefits of its participating interest Section 11.09 as though it were owing directly a Lender, provided such Participant agrees to be subject to Section 2.13 as though it as were a Bank under this AgreementLender. (e) Notwithstanding A Participant shall not be entitled to receive any other provision in this Agreementgreater payment under Section 4.01 or 4.02 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, any Bank unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a foreign Person if it were a Lender shall not be entitled to the benefits of Section 4.01 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 4.01 as though it were a Lender. (f) Any Lender may at any time create pledge or assign a security interest in, or pledge, in all or any portion of its rights under and interest in this Agreement and the Note held by it in favor (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce Bank; provided that no such pledge or security interest in assignment shall release such Lender from any manner permitted under applicable lawof its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) As used herein, the following terms have the following meanings:

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsBorrower, the Agent and the Issuing Bank, which consents consent of the Borrower shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of either the Borrower, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to (x) an Eligible Assignee that is an Affiliate of such BankBank or (y) another Bank (each an "“Assignee"”)) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company Borrower, the Agent and the Agents Issuing Bank may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company Borrower, the Agent and the Administrative Agent Issuing Bank by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company Borrower, the Agent and the Administrative Agent Issuing Bank an Assignment and Acceptance in the form of Exhibit E ("an “Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]4,000; and (ii) if provided, further, each Bank’s Pro Rata Share shall be the assignor Bank or any same in each type of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyCommitment. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and the Borrower, the Agent and the Issuing Bank have provided its their consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan DocumentsDocuments (and, in the case of an Assignment and Acceptance covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.1, 4.3, 4.4, 12.4 and 12.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee (and provided, that the Borrower consents to such assignment in accordance with Section 12.9(a)), the Company shall Borrower shall, if requested by the Assignee or the assignor Bank thereunder, execute and deliver to the Administrative Agent, Agent new Notes evidencing such Assignee's ’s assigned Loans and Commitment Commitments and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank)) and the assignor Bank shall deliver its Note or Notes marked “exchanged” or “cancelled,” as applicable, to the Agent. Immediately upon each Assignee's making its payment of the processing fee payment under the Assignment and AcceptanceAcceptance and the satisfaction of the other conditions set forth in Section 12.9(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) The Agent shall maintain at its address referred to in Schedule 12.2 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. Any assignment of any Loan or other obligations shall be effective only upon an entry with respect thereto being made in the Register. (e) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company Borrower (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating “Originating Bank"”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Bank's ’s obligations under this Agreement shall remain unchanged, (ii) the originating Originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower, the Agent, the Issuing Bank and the Agents other Banks shall continue to deal solely and directly with the originating Originating Bank in connection with the originating Originating Bank's ’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no . Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall transfer retain the sole right to enforce this Agreement and to approve any amendment, modification or grant waiver of any participating interest under which provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the Participant has rights to 01consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 12.1 that directly affects such Participant. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3, 4.4 and 12.5 as though it were also a Bank hereunder (but not in any greater amounts than would have been payable to the Bank selling the participation if no participation were sold), and not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement, provided such Participant agrees to be subject to Section 2.14 as though it were a Bank. (ef) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest Nothing contained in this Agreement and the Note held by it shall prevent a Bank from pledging its interest in favor of any its Loans to a Federal Reserve Bank in the Federal Reserve System of the United States in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) After payment in full of, and satisfaction of all Obligations under, any Note, the Bank or other party holding such Note agrees to promptly return such Note marked “Paid in Full” to the Borrower. (h) Notwithstanding the foregoing provisions of this Section 12.9, no assignment or participation may be made if such assignment or participation involves, or could involve, the use of assets that constitute, or may be deemed under ERISA, the Code or any other applicable law, or any ruling or regulation issued thereunder, or any court decision, to constitute the assets of any employee benefit plan (as defined in section 3(3) of ERISA) or any plan as defined in section 4975(e)(1) of the Code).

Assignments, Participations, etc. (a) Any Agent Revolving Lender may, and with the written consent of the AgentsCompany at all times (other than during the existence of a Revolving Loan Event of Default) and the Administrative Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, or the Administrative Agent shall be required in connection with an assignment and delegation by Bank of America or in connection with any assignment and delegation by a Bank Revolving Lender to an Eligible Assignee that is an Affiliate of such BankRevolving Lender) (each an "Assignee") all, or any ratable part of all, of the Revolving Loans, the Commitments Revolving Commitment, the L/C Obligations and the other rights and obligations of such Bank Revolving Lender hereunder, in a minimum amount of $5,000,000; 5,000,000 (provided that no minimum amount shall be applicable to any assignment and delegation to an existing Revolving Lender or an Affiliate of a Revolving Lender or to an assignment of the entire remaining amount of the Revolving Loans and Revolving Commitment of a Revolving Lender) provided, however, that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Revolving Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Revolving Lender and the Assignee; (Bii) such Bank Revolving Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit E G ("Assignment and Acceptance") ), together with any Note or Notes subject to such assignment and assignment, (Ciii) the assignor Bank Revolving Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, 3,000 and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In information in the case of any such participation, Assignment and Acceptance is recorded in the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed Register pursuant to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreementsubsection (d) hereof. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Bank may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the LoansAdvances, the Commitments its Commitment hereunder and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (Bii) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E G ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or 2,500. The Company shall not be responsible for reimbursing any of its Affiliates is a Swap Provider with respect costs related to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyassignment hereunder. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under this Agreement and the Loan DocumentsNotes, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents Notes have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the Loan DocumentsNotes. (c) Within five Business Banking Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with subsection 14.11), the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans Advances and Commitment and, if the assignor Bank has retained a portion of its Loans Advances and its Commitmentcommitment, replacement Notes in the principal amount of the Loans Advances retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments the Commitment of the assigning Bank pro tantoby the amount of the Commitment assigned. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any LoansAdvances, the Commitment of that Bank and the other interests of that Bank (the "originating Originating Bank") hereunder and under the other Loan DocumentsNotes; provided, however, that (i) the originating Originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents Agent shall continue to deal solely and directly with the originating Originating Bank in connection with the originating Originating Bank's rights and obligations under this Agreement and the other Loan DocumentsNotes, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any Note, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 6 and 14.3 as though it were also a Bank hereunder, but shall not have any rights under this Agreement, or any of the other Loan DocumentsNotes, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the any Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany at all times other than during the existence of an Event of Default and the Administrative Agent, the Swing Line Lender and the Issuers, which consents shall not be unreasonably withheldwithheld or delayed, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (each an "Assignee") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount (other than with respect to an assignment to an Eligible Assignee that is a Lender or an Affiliate or an Approved Fund of such assigning Lender) of $5,000,000 or, if less, the total amount of such Lender's outstanding Loans and/or Commitments (provided that no written consent of the Company, the Administrative Agent, the Swing Line Lender or either Agent Issuer shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is a Lender or an Affiliate or Approved Fund of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,000assigning Lender); provided, however, provided that (i) the Company and the Agents Administrative Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E C ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) 3,500. Each Assignee, if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank it shall not assign be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all of its interest syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in the 76 128 Loans and the Commitments to an Assignee unless accordance with such Assignee's compliance procedures and applicable laws, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyincluding federal and state securities laws. (b) From and after the date that the Administrative Agent notifies the assignor Bank Lender that it has received (and and, if required, provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder (including any obligation under Section 10.10) have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feefee (and, if required, provided that it consents to such assignment in accordance with subsection 11.08(a)), the Company shall execute and deliver to the Administrative Agent, new Notes to the extent requested by the applicable Assignee, a Note evidencing such Assignee's assigned purchased Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (d) Any Bank Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "originating BankLender") hereunder and under the other Loan Documents; provided, however, provided that (i) the originating BankLender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Company, each Issuer and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating BankLender's rights and obligations under this Agreement and the other Loan Documents, Documents and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clause (a) (but only in respect of any increase of any Commitment of any originating Lender), (b) or (e) of the first proviso to Section 11.01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 4.01, or any of the other Loan Documents4.03 and 11.05 as though it were also a Lender hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14§203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent The Bank may, and with the written consent of the Agents, Company at all times other than during the existence of an Event of Default which consents consent of the Company shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees Persons (provided that no written consent of either Agent the Company shall be required in connection with any assignment and delegation by a the Bank to an Eligible Assignee a Person that is an Affiliate of such the Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Revolving Commitment and the other rights and obligations of such the Bank hereunder, in a minimum amount of $5,000,000; provided, however, that (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Revolving Commitment of that the Bank and the other interests of that the Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 3.01, or any of 3.03 and 9.05 as though it were also the other Loan DocumentsBank hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a the Bank under this Agreement. (ec) Notwithstanding Each Participant that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, shall, (i) prior to becoming a Participant, provide to the Company two original signed copies of United States Internal Revenue Service Form 4224 or Form 1001 certifying to such Participant's entitlement to a complete exemption from United States withholding tax with respect to any sums payable to such Participant under this Agreement or any other provision Loan Document, and (ii) prior to the date any such form expires or becomes obsolete, provide to the Company reasonably sufficient documentation demonstrating that such Participant remains entitled to such complete exemption from United States withholding tax. Notwithstanding the provisions of Section 3.01 herein, neither the Company nor any Subsidiary shall be required to pay any additional amounts in respect of this Agreement, any Bank may at any time create a security interest in, or pledge, all Agreement or any portion of its rights under and interest in this Agreement and other Loan Document to the Note held by it in favor extent that the obligation to pay such amounts results from the failure of any Federal Reserve Bank in accordance Participant to comply with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawthis paragraph (c).

Assignments, Participations, etc. (a) Subject to Sections 11.08(b) and 11.08(e): ----------------- -------- (i) Any Agent may, and Lender may with the written prior consent of the Agents, Company and the Agent (which consents will not be unreasonably withheld and which consent of the Company shall not be unreasonably withheld, any other Bank, may required if a Default or Event of Default exists) at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, all or any ratable part fraction of all, of the Loans, the Commitments and the other rights and obligations of such Bank hereunder, its Commitment or outstanding Loans in a minimum amount of $25,000,000 and in multiples of $1,000,000 in excess thereof or, if its Commitment is less than $25,000,000, in the amount of its Commitment. (ii) Any Lender may without the prior consent of the Company assign to another Lender all or any fraction of its Commitment or outstanding Loans in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof or, if the Commitment is less than $5,000,000, in the amount of its Commitment. (iii) Any Lender may at any time assign all or any portion of its rights under this Agreement and any note issued pursuant to Section 2.03(b) --------------- to a Federal Reserve Bank; provided, however, that no such assignment shall -------- ------- release any Lender from its obligations hereunder. (iiv) Any Lender, if so requested by the Company under Section 4.09, ------------ shall assign to another Eligible Assignee its entire Commitment and all outstanding Loans. (b) No assignment shall become effective, and the Company and the Agents may Agent shall be entitled to continue to deal solely and directly with such Bank each Lender in connection with the interest interests so assigned by such Lender to an Assignee Assignee, until (Ai) such Lender and such Assignee shall have executed an Assignment and Assumption Agreement substantially in the form of Exhibit 11.08(b) and written ---------------- notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, such Assignee shall have been given to the Company and the Administrative Agent by such Bank Lender and the such Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance , in substantially the form of Attachment A to Exhibit E 11.08(b) (a "Assignment and AcceptanceNotice of Assignment"); (ii) together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing ------------ ---------------- -------------------- fee in the amount of $3,500 shall have been paid to the Agent by the assignor Lender or the Assignee; and (iii) either (A) five Business Days shall have elapsed after receipt by the Agent of the items referred to in clauses (i) and ----------- (ii) or (B) if earlier, the Agent has notified the assignor Lender and the ---- --- Assignee of its $[______________]; receipt of the items mentioned in clauses (i) and (ii) if and that ----------- ---- it has acknowledged the assignor Bank or any assignment by countersigning the Notice of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the CompanyAssignment. (bc) From and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feeany assignment hereunder, (i) the Assignee thereunder shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssignee by the assignor Lender, shall have the rights and obligations of a Bank Lender hereunder and under the each other Loan DocumentsDocument, and (ii) the assignor Bank shallLender, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptancethe Assignee, relinquish its rights and shall be released from its future obligations hereunder and under the each other Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoDocument. (d) Any Bank Subject to Section 11.08(e), any Lender may at any time sell to one ---------------- or more commercial banks financial institutions or other Persons not Affiliates (each of the Company (such Persons being herein called a "Participant") participating interests in any of the Loans, the its ----------- Commitment of that Bank and the or other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documentssuch Lender hereunder; provided, however, that ----------------- that (i) the originating Bank's no participation contemplated in this Section 11.08(d) shall ---------------- relieve such Lender from its Commitment or its other obligations hereunder or under this Agreement shall remain unchanged, any other Loan Document; (ii) the originating Bank such Lender shall remain solely responsible for the performance of its Commitment and such other obligations, ; (iii) the Company and the Agents Agent shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Banksuch Lender's rights and obligations under this Agreement and the each other Loan Documents, and Document; and (iv) no Bank Participant, unless such Participant is an Affiliate of such Lender, shall transfer be entitled to require such Lender to take or grant refrain from taking any participating interest action hereunder or under which any other Loan Document, except that such Lender may agree with any Participant that such Lender will not, without such Participant's consent, take any action of the Participant has rights to 01type described in Section 11.02. In the case ------------- The Company acknowledges and agrees that each Participant, for purposes of any such participationSections 3.04, the 3.05, 4.02, 4.03, 4.05, 4.06 or 11.06, shall be considered a ------------------------------------------- ----- Lender; provided, however, that for purposes of Sections 3.04, 4.02, 4.03, 4.05 -------- ------- ------------------------------- and 4.06, no Participant shall not be entitled to receive any payment or ---- compensation in excess of that to which such Participant's selling Lender would have any rights under this Agreement, or any been entitled with respect to the amount of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as such Participant's participation interest if such Bank Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreementparticipation interest. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Lender may at any time assign and delegate to one or more Eligible Assignees financial institutions (provided that no written consent an “Assignee”) all or a portion of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including all or a portion of such Bank hereunder, in a minimum amount of $5,000,000the Loans at the time owing to it); provided, however, provided that (i) except in the Company and case of an assignment of the Agents may continue entire remaining amount of the assigning Lender’s Loans at the time owing to deal solely and directly it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with such Bank in connection with respect to a Lender, the interest so assigned outstanding balance of the Loans of the assigning Lender subject to an Assignee until (A) written notice of each such assignment, together determined as of the date the Assignment and Assumption with payment instructionsrespect to such assignment is delivered to the Administrative Agent or, addresses if “Trade Date” is specified in the Assignment and related information Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed), and (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 Assignee, shall have been given Loans assigned. Subject to the Company acceptance and recording thereof by the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered pursuant to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company. subsection (b) From of this Section, from and after the effective date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed specified in each Assignment and Acceptance and payment of the above-referenced processing feeAssumption, (i) the Assignee thereunder shall be a party hereto to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption, shall have the rights and obligations of a Bank Lender under the Loan Documentsthis Agreement, and (ii) the assignor Bank assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the Loan Documentscase of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.02, 3.03 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Company (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and 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 (c) of this Section. (b) The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Company, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Within five Business Days after its receipt of Any Lender may at any time, without the consent of, or notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing feeto, the Company shall execute and deliver to or the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment andsell participations to any Person (other than a natural person or the Company or any of the Company’s Affiliates or Subsidiaries (each, if the assignor Bank has retained a “Participant”) in all or a portion of its Loans and its Commitment, replacement Notes in the principal amount such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans retained by the assignor Bank (such Notes owing to be in exchange for, but not in payment of, the Notes held by such Bankit). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, provided that (i) the originating Bank's such Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) the Company Company, the Administrative Agent and the Agents other Lenders shall continue to deal solely and directly with the originating Bank such Lender in connection with the originating Bank's 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 the other Loan Documentsto approve any amendment, and (iv) no Bank shall transfer modification or grant any participating interest under which the Participant has rights to 01. In the case waiver of any provision of this Agreement; provided that such participationagreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, or (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release all or substantially all of the Collateral. Subject to subsection (e) of this Section, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, agrees that each Participant shall be deemed entitled to have the right benefits of set-off in respect of its participating interest in amounts owing under this Agreement Sections 3.01, 3.02, 3.03 and 10.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the amount extent permitted by law, each Participant also shall be entitled to the benefits of its participating interest Section 10.10 as though it were owing directly a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. (d) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.02 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 10.13 as though it were a Bank under this AgreementLender. (e) Notwithstanding any other provision in this Agreement, any Bank Any Lender may at any time create pledge or assign a security interest in, or pledge, in all or any portion of its rights under and interest in this Agreement and the Note held by it in favor (including under its Notes, if any) to secure obligations of such Lender, including any Federal Reserve Bank in accordance with Regulation A of the FRB pledge or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce assignment to secure obligations to an FRB; provided that no such pledge or security interest in assignment shall release such Lender from any manner permitted under applicable lawof its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.

Assignments, Participations, etc. (a) Any Agent may, and with the written consent of the Agents, which consents shall not be unreasonably withheld, any other Bank, Bank may at any time assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, Letter of Credit Liabilities, and the Loans at the time owing to it); provided that no written consent (i) except in the case of either Agent shall be required an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment, Letter of Credit Liabilities, and the Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Bank to an Eligible Assignee that is or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans and Letter of Credit Liabilities outstanding thereunder) subject to each such Bankassignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an "Assignee") all, or any ratable assignment of a proportionate part of all, of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans, the Commitments Letter of Credit Liabilities, and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an agreement, substantially in the form of Exhibit C hereto (an “Assignment and Assumption Agreement”), together with a processing and recordation fee of $3,500, and the other Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a), from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank hereundershall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.03, 10.04, and 10.05). Any assignment or transfer by a Bank 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 Bank of a participation in such rights and obligations in accordance with paragraph (b) of this Section. (b) Any Bank may, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to one or more banks or other entities (a minimum amount “Participant”) in all or a portion of $5,000,000such Bank’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitment, the Loans and/or the Letter of Credit Liabilities at the time owing to it); provided, however, provided that (i) such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the Company other parties hereto for the performance of such obligations and (iii) the Company, the Administrative Agent and the Agents may other Banks shall continue to deal solely and directly with such Bank in connection with the interest so assigned such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to an Assignee until (A) written notice of which a Bank sells such assignment, together with payment instructions, addresses and related information with respect to the Assignee, a participation shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, provide that such Bank shall not assign all retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of its interest in the 76 128 Loans and the Commitments to an Assignee unless any provision of this Agreement; provided that such Assigneeagreement or instrument may provide that such Bank will not, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with without the consent of the Company. Participant, agree to any amendment, modification or waiver described in clause (a), (b) From and after or (c) of Section 10.01 that affects such Participant. Subject to paragraph (c) of this Section, the date Company agrees that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder each Participant shall be a party hereto and, entitled to the benefits of Sections 3.01, 3.02, 3.03 and 3.04 to the same extent that rights as if it were a Bank and obligations hereunder have been assigned to it had acquired its interest by assignment pursuant to such Assignment and Acceptance, shall have the rights and obligations paragraph (a) of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documentsthis Section. (c) Within five Business Days after its receipt of notice by A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.03 than the Administrative Agent that it has received an executed Assignment and Acceptance and payment applicable Bank would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the processing fee, participation to such Participant is made with the Company’s prior written consent. A Participant organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 3.01 unless the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount is notified of the Loans retained by participation sold to such Participant and such Participant agrees, for the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition benefit of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated Company, to each Assignee shall reduce such Commitments of the assigning Bank pro tantocomply with Section 3.01(f) as though it were a Bank. (d) Any Bank may at any time sell to one pledge or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create assign a security interest in, or pledge, in all or any portion of its rights under and interest in this Agreement and the Note held by it in favor to secure obligations of such Bank, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce Bank; provided that no such pledge or assignment of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto. (e) Notwithstanding anything to the contrary contained herein, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Bank to the Administrative Agent and the Company (an “SPC”), the option to provide to the Company all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Company pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) the Granting Bank’s obligations under this Agreement shall remain unchanged and (iii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Revolving Commitment of the Granting Bank to the same extent, and as if, such Loan were made by such Granting Bank. 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 Bank). 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 proceeding under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.08, any SPC may with notice to, but without (except as specified below) the prior written consent of, the Company and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any manner Loans to the Granting Bank or to any financial institution (consented to by the Administrative Agent and, so long as no Event of Default has occurred, the Company, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans. Any SPC shall be a Transferee for purposes of Section 10.09 hereof, provided that in addition to disclosures permitted under applicable lawpursuant to Section 10.09, an SPC may disclose on a basis acknowledged by the recipient as confidential any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. An amendment to this subsection (e) without the written consent of an SPC shall be ineffective insofar as it alters the rights and obligations of such SPC.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the written consent of the AgentsCompany (unless an Event of Default exists), the Accepting Lender, the Swing Line Lender and the Agent, which consents shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Accepting Lender, the Swing Line Lender or the Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,00010,000,000 (or, if less, all of such Lender's remaining rights and obligations hereunder); provided, however, that (i) the Company Company, the Accepting Lender, the Swing Line Lender and the Agents Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E G ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company2,500. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to 01. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent may, and with With the written consent --------------------------------- of the Agents, Company (at all times other than during the existence of an Event of Default) and the Agent [and the Issuing Bank,] which consents shall not be unreasonably withheld, any other BankBank may, may at any time time, assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is a Bank or an Affiliate of such a Bank) (each an "Assignee") all, or any ratable part of all, of the Loans, -------- the Commitments Commitments, the L/C Obligations and the other rights and obligations of such Bank hereunder, in a minimum amount of $5,000,0005,000,000 and so long as, after giving effect thereto, the Bank's remaining Commitment is either (i) equal to or greater than $5,000,000 or (ii) zero; provided, however, that (i) the Company and -------- ------- the Agents Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (AX) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (BY) such Bank and its Assignee shall have delivered to the Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit E F ("Assignment and Acceptance") together with any Note or --------- ------------------------- Notes subject to such assignment and (CZ) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company3,000. (b) From and after the date that the Administrative Agent notifies the assignor Bank that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank under the Loan Documents, and (ii) the assignor Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with Section 11.08(a)), the Company shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tanto.. --- ----- (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating ----------- interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations under this -------- ------- Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company Company, the Issuing Bank and the Agents Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this 01. In the case of any such participation, the ----- ------- Participant shall not have any rights under this Agreementbe entitled to the benefit of Sections 4.01, or any of the other Loan Documents4.03 and 11.05 as though it also were a Bank hereunder, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14(S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Agent Lender may, and with the prior written consent of the AgentsCompany at all times (other than during the existence of an Event of Default) and the U.S. Agent, which consents consent of the U.S. Agent shall not be unreasonably withheld, any other Bank, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either the Company or the U.S. Agent shall be required in connection with any assignment and delegation by a Bank Lender to an Eligible Assignee that is an Affiliate of such BankLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Commitments Commitment and the other rights and obligations of such Bank Lender hereunder, in a minimum amount of $5,000,000U.S.$5,000,000 (or the Dollar Equivalent thereof) for each such assignment; provided, however, that (i) the Company and the Agents U.S. Agent may continue to deal solely and directly with such Bank Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Company and the Administrative U.S. Agent by such Bank Lender and the Assignee; (Bii) such Bank Lender and its Assignee shall have delivered to the Company and the Administrative U.S. Agent an Assignment and Acceptance in the form of Exhibit E N ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (Ciii) the assignor Bank Lender or Assignee has paid to each the Administrative U.S. Agent a processing fee in the amount of its U.S. $[______________]; and (ii) if 2,500, provided that in the case of a transfer under Section 3.09, the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank Lender shall not assign all of its interest in the 76 128 Loans and the Commitments be obligated to an Assignee unless pay such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with the consent of the Companyprocessing fee. (b) From and after the date that the Administrative U.S. Agent notifies the Company and the assignor Bank Lender that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance which has been consented to by the U.S. Agent and by the Company (if required), and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender under the Loan Documents, and (ii) the assignor Bank Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. (c) Within five Business Banking Days after its receipt of notice by the Administrative U.S. Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that the U.S. Agent and the Company consents to such assignment in accordance with subsection 11.08(a)), each Bid Borrower shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment U.S. Agent a Bid Loan Note for the Assignee (if the Assignee was not previously a Lender under this Agreement) and, if the assignor Bank has retained a portion of Lender is not retaining any interest in this Agreement such assignor Lender shall promptly cancel and return its Loans and its Commitment, replacement Notes in Bid Loan Note to the principal amount of U.S. Agent for return to the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank)Company. Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank Lender pro tanto. (d) Any Bank may Lender may, with the prior written consent of the Company at any time all times (other than during the existence of an Event of Default), sell to one or more commercial banks or other Persons not Affiliates of the Company Eligible Assignees (a "Participant") participating interests in any Loans, the Commitment of that Bank Lender and the other interests of that Bank Lender (the "originating BankLender") hereunder and under the other Loan Documents; provided, however, that (i) the originating BankLender's obligations under this Agreement shall remain unchanged, (ii) the originating Bank Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agents U.S. Agent shall continue to deal solely and directly with the originating Bank Lender in connection with the originating BankLender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Bank Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 11.01 and (v) with respect to the sale of participating interests in any Bid Loan to any Participant, (x) the Company's consent shall not be required and (y) the term "Eligible Assignee" shall be deemed to include any financial institution or other Person organized under the laws of the United States having a combined capital and surplus of at least U.S.$50,000,000. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company (or any other Borrower) hereunder shall be determined as if such Bank Lenders had not sold such participation; except that. (e) Each Lender agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Company and provided to it by the Company or any Subsidiary, if amounts outstanding or by the U.S. Agent on such Company's or Subsidiary's behalf, under this Agreement are due or any other Loan Document, and unpaidneither it nor any of its Affiliates shall disseminate such information except on a "need to know" basis to employees of such Lender or Affiliate, as the case may be, and their respective representatives or use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the extent such information (i) was or becomes generally available to the public other than as a result of disclosure by the Lender, or shall (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known (or which would have been declared known upon reasonable inquiry with such source) to the Lender; provided, however, that any Lender may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which the Lender is subject or in connection with an examination of such Lender by any such authority; (B) pursuant to subpoena or other court process (provided that such Lender shall have become due promptly notify the Company of any such subpoena or process, unless it is legally prohibited from doing so, and payable upon cooperate with the occurrence Company at the Company's expense in obtaining a suitable order protecting the confidentiality of an Event such information); (C) when required to do so in accordance with the provisions of Defaultany applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the U.S. Agent, each any Lender or their respective Affiliates may be party provided that such Lender will promptly notify the Company of any such disclosure and use reasonable efforts at the Company's expense to obtain a suitable order protecting the confidentiality of such information; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to such Lender's independent auditors and other professional advisors; and (G) to any Affiliate of such Lender, or to any Participant shall be deemed or Assignee, actual or (with the written consent of the Company) potential, provided that such Affiliate, Participant or Assignee agrees in writing to have the right of set-off in respect of its participating interest in amounts owing under this Agreement keep such information confidential to the same extent as if required of the amount of its participating interest were owing directly to it as a Bank under this AgreementLenders hereunder. (ef) Notwithstanding any other provision in this Agreement, any Bank Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the any Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section203.14203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. If requested by any such Lender for purposes of this subsection 11.08(f), the Company (or any other Borrower) shall execute and deliver to such Lender a promissory note evidencing such Lender's Committed Loans, which promissory note shall be in a form reasonably satisfactory to the U.S. Agent and the Company.

Assignments, Participations, etc. (a) Any Agent Subject to Section 10.13(b) below, any Lender may, and with the written prior consent of the Agents, Borrower (which consents consent shall not be unreasonably withheldwithheld or delayed or conditioned, however, it will not be considered unreasonable for the Borrower to withhold consent if any other Banksuch assignment could have the effect of increasing the Borrower’s or any Guarantor’s costs under the Financing Documents, may due to new or increased Taxes, or otherwise), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of either Agent shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "Assignee") all, all or any ratable part of all, of the Loans, the its Loan Commitments or Loans and the other rights and obligations of such Bank hereunderLender hereunder and under the other Financing Documents, in a minimum amount to another bank or financial institution. Any partial assignment of Loan Commitments or Loans under this Section 10.13(a) shall not be less than $10,000,000 or any integral multiple of $5,000,000; provided5,000,000 in excess thereof. (b) Notwithstanding Section 10.13(a) above, howeverany Lender may, that without the prior written consent of the Borrower, assign all or any part of its Loan Commitments or Loans and the other rights and obligations of such Lender hereunder and under the other Financing Documents (i) the Company and the Agents may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until Affiliate, (ii) to another Lender, (iii) to any Person if such proposed assignment follows the occurrence of an Event of Default, or (iv) if requested to do so by the Borrower under Section 2.13, provided that only with respect to assignments to an Affiliate of a Lender or another Lender (A) the assigning Lender shall have given at least ten (10) Business Days’ prior written notice to the Borrower, the Administrative Agent and the Security Agent of such proposed assignment, together with payment instructions, addresses and related information with respect to the Assigneeassignee, shall have been given to the Company and the Administrative Agent by such Bank and the Assignee; (B) such Bank proposed assignment would not result in any increase in Taxes or increased cost to the Borrower, (C) any partial assignment of Loan Commitments or Loans under this Section 10.13(b) shall not be less than $10,000,000 or any integral multiple of $5,000,000 in excess thereof, and (D) each such assignment by a Lender of its Assignee Loans or its Loan Commitment shall be made in such a manner so that the same portion of its Loans and Loan Commitment is assigned to the assignee. With respect to any assignment under this Section 10.13, the Borrower, the Administrative Agent and the Security Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until the assigning Lender shall have delivered to the Company Borrower, the Administrative Agent and the Administrative Security Agent an Assignment and Acceptance substantially in the form of Exhibit E C hereto ("an “Assignment and Acceptance"”) together with any Note or Notes subject to such assignment and (C) the assignor Bank or Assignee has paid to each the Administrative Agent a processing fee in the amount of its $[______________]; and (ii) if the assignor Bank or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Bank shall not assign all of its interest in the 76 128 Loans and the Commitments to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Bank or Affiliate with respect to such Specified Swap Contracts, with assignment from the consent of the Companyassigning Lender. (bc) From Subject to Section 8.10, from and after the date that the Administrative Agent notifies the assignor Bank assigning Lender and the Borrower that it has received (and provided its consent and obtained the consent of the Documentation Agent) with respect to) an executed Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank Lender hereunder and under the Loan other Financing Documents, and this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the assignee, and any reference to the assigning Lender hereunder or under the other Financing Documents shall thereafter refer to such Lender and to the assignee to the extent of their respective interests, and (ii) the assignor Bank assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Financing Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Financing Documents; provided that any Lender that assigns all of its Loan Documents. (c) Within five Business Days after its receipt Commitment and Loans hereunder in accordance with Section 10.13 shall continue to have the benefit of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall execute and deliver indemnification provisions under this Agreement to the Administrative Agentextent any indemnification relates to facts which occurred while it was a Lender (including Sections 2.8, new Notes evidencing 2.10, 2.11, 10.1 and 10.2), which shall survive as to such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Bank pro tantoLender. (d) Any Bank may Lender (the “Originating Lender”) may, at its own cost, at any time after the initial Borrowing has occurred, sell to one or more commercial banks bank, financial institution, trust, fund or other Persons entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets which is not Affiliates an Affiliate of the Company Borrower, a Competitor or an Affiliate of a Competitor (a "“Participant"”) participating interests in any Loans, the Commitment of that Bank and the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documentsits Loan; provided, however, that (i) the originating Bank's Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Bank Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company Borrower and the Agents Administrative Agent shall continue to deal solely and directly with the originating Bank Originating Lender in connection with the originating Bank's Originating Lender’s rights and obligations under this Agreement and the other Loan Financing Documents, (iv) any such sale of participating interest shall not result in any increase in Taxes or increased cost to the Borrower or Guarantors, and (ivv) no Bank Lender shall transfer or grant any participating interest under which the Participant has shall have rights to approve any amendment to 01, or any consent or waiver with respect to, this Agreement or any other Financing Document. In the case of any such participation, the Participant shall not have any rights or claims under this Agreement, Agreement or any of the other Loan Documents, Financing Documents (the Participant’s rights against the Originating Lender in respect of such participation to be those set forth in the agreement executed by the Originating Lender in favor of the Participant relating thereto) and all amounts payable by the Company Borrower hereunder shall be determined as if such Bank Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement. (e) Notwithstanding any other provision contained in this AgreementAgreement or any other Financing Document to the contrary, any Bank Lender may at any time create a pledge or assign as collateral security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Note Loans held by it it, provided that (i) the pledge or assignment as collateral security, its enforcement and payment thereunder would not result in favor any increased costs or Taxes on the Borrower or the Guarantors, and (ii) any payment in respect of any Federal Reserve Bank such assigned Loans made by the Borrower to or for the account of the assigning or pledging Lender in accordance with Regulation A the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned Loan to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder. (f) If: (i) a Lender assigns or transfers any of its rights or obligations under the Financing Documents or changes its Applicable Lending Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to a permitted assignee or Lender acting through its new Applicable Lending Office under Section 2.8 or Section 2.10,then the permitted assignee or Lender acting through its new Applicable Lending Office is only entitled to receive payment under those Sections to the same extent as the assigning Lender or Lender acting through its previous Applicable Lending Office would have been if the assignment, transfer or change had not occurred. (g) The Borrower shall not assign or otherwise transfer any of its rights and obligations under this Agreement or any other Financing Document without the prior written consent of the FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawAdministrative Agent (acting on the instructions of all Lenders).