Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, may at any time assign and delegate to one or more Eligible Assignees financial institutions (an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that no written consent (i) except in the case of an assignment of the Borrower shall be required either entire remaining amount of the assigning Lender’s Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Lender to or an Eligible Assignee that is Affiliate of a Lender Affiliate or an Approved Fund with respect to a Lender, the outstanding balance of the Loans of the assigning Lender subject to each such Lender or at any time that an assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000, unless each of the Administrative Agent and, so long as no Event of Default shall exist) 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 "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 assigned. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Assumption, Revolving Commitment and Term Commitment and have 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 Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender hereunder; provided, however, that any such assignment shall cease to an Eligible Assignee which is not be a Lender party hereto but shall continue to be in a minimum amount equal entitled to the lesser benefits of $5,000,000 or Sections 3.01, 3.02, 3.03 and 10.05 with respect to facts and circumstances occurring prior to the full amount effective date of the assignor Lender's Commitment; and provided, still further, that the Borrowersuch assignment). Upon request, the Issuing Lenders, Company (at its expense) shall execute and deliver new or replacement Notes to the Swingline 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) Any Lender may at any time, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to any Person (other than a natural person or the Company or any of the Company’s Affiliates or Subsidiaries (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Company, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the interest so assigned sole right to an Assignee until enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) written notice postpone any date upon which any payment of money is scheduled to be paid to such assignmentParticipant, together with 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 Company agrees that each Participant shall be entitled to the benefits of 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 extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.10 as though it were 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 instructions, addresses and related information under Section 3.01 or 3.02 than the applicable Lender would have been entitled to receive with respect to the Assigneeparticipation 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 have been given not be entitled to the Borrower benefits of Section 3.01 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the Agent by such Lender and benefit of the Assignee; (ii) such Lender and its Assignee shall have delivered Company, to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already comply with Section 10.13 as though it were a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (be) From and after the date Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to an FRB; provided that the Agent notifies the assignor no such pledge or assignment shall release such Lender that the requirements from any of paragraph (a) above are satisfied, (i) the Assignee thereunder shall be its obligations hereunder or substitute any such pledge or assignee for such Lender as 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmenthereto.

Assignments, Participations, etc. (a) Any Lender mayThe provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, with except that (i) neither the Borrower nor the Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the BorrowerBorrower or the Guarantor without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 paragraph (e) of this Section) and, to the extent expressly contemplated hereby, the AgentAffiliates of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (i) Subject to the Swingline conditions set forth in paragraph (b)(ii) below, any Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time may assign and delegate to one or more Eligible Assignees 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) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Borrower, provided that no written consent of the Borrower shall be required either in connection with any for an assignment and delegation by to a Lender to an Eligible Assignee that is Lender, a Lender Affiliate of such Lender or at any time that or, if an Event of Default shall existhas occurred and is continuing, any other assignee, and (B) (each an "Assignee") allthe Administrative Agent, or any ratable part of all, provided that no consent of the Loans, Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunder; provided, however, that any such Administrative Agent shall be required for an assignment to an Eligible Assignee which is not a Lender Affiliate. (ii) Assignments shall be in a minimum amount equal subject to the lesser following additional conditions: (A) except in the case of $5,000,000 an assignment to a Lender or an Affiliate of a Lender or an assignment of the full entire remaining amount of the assignor assigning Lender's Commitment; and provided, still further, that the Borrower’s Commitment or Loans, the Issuing Lenders, amount of the Swingline Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information Acceptance with respect to such assignment is delivered to the Assignee, Administrative Agent) shall have been given to not be less than US$5,000,000 unless each of the Borrower and the Administrative Agent by otherwise consent; provided, that no such Lender consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; (C) the Assignee and the Assignee; (ii) such Lender Assignor in respect of each assignment shall execute and its Assignee shall have delivered deliver to the Borrower and the Administrative Agent an Assignment and Acceptance in Acceptance, together with a processing and recordation fee of US$3,500; (D) the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is Assignee, if it shall not already be a Lender, the assignor Lender or Assignee has paid shall deliver to the Administrative Agent a processing fee in the amount Administrative Questionnaire. Subject to acceptance and recording thereof pursuant to paragraph (d) of $3,500; and providedthis Section, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From from and after the effective date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, (i) specified in each Assignment and Acceptance 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 Lender under the Loan Documentsthis Agreement, and (ii) the assignor 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 Documents. Anything herein to the contrary notwithstanding, any Lender assigning case of an Assignment and Acceptance covering all of its Loans, Commitments and other the assigning Lender’s rights and obligations hereunder under this Agreement, such Lender shall cease to an Assignee 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 11.05) (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; and (E) the Assignee will be a Canadian Resident Lender at the time that any amount is first paid or credited to or by such Assignee on account of the Obligations; provided that such Assignee will not be required to be a Canadian Resident Lender at such time if it is unable to so qualify as a Canadian Resident Lender as the result of any Change in Law; provided that for purposes of this clause (E), references in the defined term “Change in Law” to the “date of this Agreement” shall be deemed to be references to the “effective date of the Assignment and Acceptance pursuant to which such Assignee becomes a party to this Agreement”. (c) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States 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 Commitment of, and principal amount 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 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 Borrower, and any Lender at any reasonable time and from time to time upon reasonable 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 Questionnaires (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, the Guarantor or the Administrative Agent, sell participations to one or more banks or other entities (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 11.02 that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.05, 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 extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.06 as though it were a Lender, provided such Participant agrees to be subject to Section 3.06 as though it were a Lender. Notwithstanding anything in this paragraph to the contrary, any bank that is a member of the Farm Credit System that (a) has purchased a participation in the minimum amount of US$10,000,000 on or after the Effective Date, (b) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any bank that is a member of the Farm Credit System so designated being called a “Voting Participant”) and (c) receives the prior written consent of the Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (i) state the full name, as well as all contact information required of an Assignee as set forth in Exhibit 11.08 hereto and (ii) state the dollar amount of the participation purchased. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. (f) A Participant shall not be entitled to receive any greater payment under Section 3.05, 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 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. A Participant shall not be entitled to the benefits of Section 3.05 unless such Participant would qualify as a Canadian Resident Lender if it were a Lender at the time any amount is first paid or credited to or by such participant on account of the Obligations; provided that such Participant will be entitled to the benefits of Section 3.05 if it is unable to qualify as a Canadian Resident Lender as the result of any Change in Law; provided that for purposes of this paragraph (f), references in the defined term “Change in Law” to the “date of this Agreement” shall be deemed to be references to the “effective date of the sale of the participation to such Participant”. (g) Any Lender may at any time pledge or assign a security interest in all indemnities or any portion of its rights under this Agreement to secure obligations of such Lender to (i) a Federal Reserve Bank or (ii) the Farm Credit Funding Corp. or to any other entity organized under the Farm Credit Act, as amended, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder following or substitute any such assignmentpledgee or Assignee for such Lender as a party hereto.

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 maymay assign to one or more assignees (each, with 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 must give their prior written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, to such assignment (which consents consent shall not be unreasonably withheld), at (ii) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent 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 Assignor in respect of each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower otherwise required under this paragraph shall not be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that if an Event of Default shall existunder clause (f) 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 specified in each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, (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 Lender under the Loan Documentsthis Agreement, and (ii) the assignor 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 Documents. Anything herein to the contrary notwithstanding, any Lender assigning case of an Assignment and Acceptance covering all of its Loans, Commitments and other the assigning Lender's rights and obligations hereunder under this Agreement, such Lender shall cease to an Assignee 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) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States 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 Commitment of, and principal amount 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 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 Borrower, and any Lender, at any reasonable time and from time to time upon reasonable 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 or the Administrative Agent, sell participations to one or more banks or other entities (each a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 10.02 that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of 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 extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender, provided such Participant agrees to be subject to Section 3.06 as though it were a Lender. (f) A Participant shall not be entitled to receive any greater payment under Section 3.05, 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 pledge or assign a security interest in all indemnities or any portion of its rights under this Agreement to secure obligations of such Lender to (i) a Federal Reserve Bank or (ii) the Farm Credit Funding Corp. or to any other entity organized under the Farm Credit Act, as amended, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder following or substitute any such assignmentpledgee or Assignee for such Lender as a party hereto.

Assignments, Participations, etc. (a1) Any Lender Bank may, with the written consent of (i) the Borrower, Company at all times other than during the Agent, the Swingline Lender and each Issuing Lender, existence of an Event of Default (which consents consent shall not be unreasonably withheld) and (ii) the Agent (which consent shall not be unreasonably withheld), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company or the Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender Affiliate an affiliate of such Lender Bank) which have not been a party to any Material litigation with the Agent or at any time that an Event of Default shall exist) the Company (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder; provided, however, that any such assignment to in an Eligible Assignee which is not a Lender shall be in a initial minimum amount equal to the lesser of $5,000,000 or the full amount and in increments of the assignor Lender's Commitment$5,000,000 in excess thereof; and providedPROVIDED, still further, that the BorrowerHOWEVER, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender Bank and the Assignee; (ii2) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L EXHIBIT "G" ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii3) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; 5,000. All costs and provided, still further, that any expenses incurred by an assigning Bank in such assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansshall be borne by such Bank. (b2) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to and received the requirements consent of paragraph (athe Company with respect to) above are satisfiedan 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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (3) Within five Banking Days after its receipt of notice by the 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 11.6(a)), the Company shall execute and deliver to the contrary notwithstandingAgent, any Lender assigning all 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 Commitment of the assigning Bank PRO TANTO. (4) Any Bank may, with the written consent of the Agent (which consent shall not be unreasonably withheld), 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, Commitments 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 (A) the originating Bank's obligations under this Agreement shall remain unchanged, (B) the originating Bank shall remain solely responsible for the performance of such obligations, (C) the Company and the Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations hereunder under this Agreement and the other Loan Documents, and (D) 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. 1. In the case of any such participation, the Participant shall be entitled to the benefit of SECTIONS 4.5, 4.7 and 11.12 as though it were also a Bank hereunder, and, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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. (5) Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all indemnities 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 Bank, 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 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 the 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 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 following or under any other Loan Document; (F) to such assignmentBank's independent auditors and other professional advisors; (G) to any Participant or Assignee, actual or potential, provided that such Person agrees in writing to keep such information confidential to the same extent required of the Banks hereunder, and (H) as to any Bank, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed party with such Bank. (6) 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 Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable Law.

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the BorrowerAdministrative Agent and, the Agentbut only if there has not occurred and is continuing an Event of Default or Potential Default, the Swingline Lender and each Issuing LenderMAC, which such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existto another Lender or its Affiliate) (each an "Assignee") all, all or any ratable part of all, such Lender's Percentage Share of the Loans, Revolving Commitment and Term Commitment Interim Loan and the other rights and obligations of Obligations held by such Lender hereunder, in a minimum amount of $1,000,000, which minimum amount may be an aggregated amount in the event of simultaneous assignments to or by two or more funds under common management (or if such Lender's Percentage Share of the Interim Loan is less than $1,000,000, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the BorrowerMAC, the Issuing Lenders, the Swingline Lender Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans3500. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrowers that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 Percentage Shares resulting therefrom. (2) 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 Borrowers shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee's Percentage Share of the Interim Loan. (3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrowers (a "Participant") participating interests in the Interim Loan and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrowers and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its LoansPercentage Share of the Interim Loan held by it to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, Commitments and other rights and provided that any payment in respect of such assigned Percentage Share of the Interim Loan made by the Borrowers to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrowers' obligations hereunder in respect to an Assignee such assigned Percentage Share of the Interim Loan to the extent of such payment. No such assignment shall continue to have release the benefit of all indemnities hereunder following such assignmentassigning Lender from its obligations hereunder.

Assignments, Participations, etc. (a) Any Lender mayThe provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, with except that no Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Borrowerparties 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 AgentIndemnitees) any legal or equitable right, the Swingline remedy or claim under or by reason of this Agreement. (b) Any Lender and each Issuing Lender, which consents shall not be unreasonably withheld, 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 Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that no written consent that (i) except in the case of an assignment of the Borrower shall be required either entire remaining -------- amount of the assigning Lender's Commitment and the Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Lender to or an Eligible Assignee that is Affiliate of a Lender Affiliate 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 Lender or at any time that an assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default shall exist) 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, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Assumption, Revolving Commitment and Term Commitment and have 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 Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender hereunder; provided, however, that any such assignment shall cease to an Eligible Assignee which is not be a Lender party hereto but shall continue to be in a minimum amount equal entitled to the lesser benefits of $5,000,000 or Sections 4.01, 4.02 and 4.05 with respect to ------------- ---- ---- facts and circumstances occurring prior to the full amount effective date of the assignor Lender's Commitment; and provided, still further, that the Borrowersuch assignment). Upon request, the Issuing Lenders, Borrowers (at their expense) shall execute and deliver new or replacement Notes to the Swingline 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) The Administrative Agent, acting solely for this purpose as an agent of 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, and the Borrowers, 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 Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or the Company or any of the Company's Affiliates or Subsidiaries (each, a "Participant") in all or a portion of such Lender's rights ----------- and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in L/C Obligations) owing to it); provided that (i) such Lender's obligations under -------- this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the interest so assigned sole right to an Assignee until enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such -------- Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) written notice postpone any date upon which any payment of money is scheduled to be paid to such assignmentParticipant, together with (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release any Guarantor from the Master Guaranty and Intercreditor Agreement. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of 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 extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.09 ------------- as though it were a Lender, provided such Participant agrees to be subject to -------- Section 2.13 as though it were a Lender. ------------ (e) A Participant shall not be entitled to receive any greater payment instructions, addresses and related information under Section 4.01 or 4.02 than the applicable Lender would have been entitled ----------- ---- to receive with respect to the Assigneeparticipation 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 Person if it were a Lender shall have been given not be entitled to the Borrower benefits of Section 4.01 unless the Company ------------ is notified of the participation sold to such Participant and such Participant agrees, for the Agent by such Lender and benefit of the Assignee; (ii) such Lender and its Assignee shall have delivered Borrowers, to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already comply with Section 4.01 as though ---- it were a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (bf) From and after the date Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that the Agent notifies the assignor no such pledge or -------- assignment shall release such Lender that the requirements from any of paragraph (a) above are satisfied, (i) the Assignee thereunder shall be its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto andhereto. (g) As used herein, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall following terms have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.meanings:

Assignments, Participations, etc. (a1) Any Lender maymay at any time, with the written consent of the BorrowerAgent and, but only so long as there does not exist an Event of Default, the Agent, the Swingline Lender and each Issuing Lender, Company (which consents consent shall not be unreasonably withheldwithheld by the Company), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) financial institutions (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment Loans and the other rights and obligations of such Lender hereunderhereunder in a minimum amount of $5,000.000.00; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; and (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) Agreement. From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfiedit has received an executed Assignment and Acceptance Agreement, (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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein Upon the effective date of such assignment, this Agreement and the other Loan Documents shall be deemed to be amended to the contrary notwithstandingextent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Percentage Share arising therefrom. (2) Any Lender may at any time sell to one or more financial institutions or other Persons (each a “Participant”) participating interests in any Revolving Loans, the funding commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) following such sale that Lender shall continue to hold for its own account a Percentage Share of the Aggregate Credit Limit of not less than $5,000,000.00. (3) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments the Revolving Loans held by it to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following any Operating Circular issued by such assignmentFederal Reserve Lender.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, Company (which consents consent shall not be unreasonably withheld) at all times other than during the existence of an Event of Default, the Agent and the Issuing Bank, if applicable, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company, the Agent or the Issuing Bank, if applicable, shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (c) Within five Business Days after its receipt of notice by the 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 11.08(a)), the Company shall execute and deliver to the contrary notwithstandingAgent, any Lender assigning all 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. The Agent shall not deliver any new Notes executed by the Company unless the Agent shall have received the old Notes to be replaced or customary indemnification in favor of the Agent and the Company with respect to lost or destroyed notes. Such old Notes shall be promptly returned to the Company. (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, Commitments 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 Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations hereunder 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 an Assignee 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 continue be entitled to have the benefit of Sections 4.01, 4.03 and 11.05 as though it were also a Bank hereunder. Notwithstanding the immediately preceding sentence, all indemnities hereunder following amounts payable by the Company or any Subsidiary under this Agreement and each other Loan Document shall be determined as if no such assignmentparticipation had been sold. (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 Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. Notwithstanding any such pledge, such Bank shall remain liable to the Company and the Issuing Bank as if such pledge had not been made. In the event of any enforcement or proposed enforcement of such pledge the Company shall have the right to replace such Bank pursuant to the provisions of Section 4.09.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of Max Re (at all times other than during the Borrower, existence of an Event of Default) and the Administrative Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, and the Fronting Bank, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of Max Re or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existexisting Lender) (each an "“Assignee"”) all, or any ratable part of all, of the LoansCredit Extentions, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunder; , provided, however, that (w) the aggregate principal amount of the Commitments assigned by any such assignment Lender to an Eligible Assignee which is not a someone other than another Lender shall be in a minimum amount equal to the lesser of $5,000,000 (or if less, the full entire Commitments then held by such Lender), (x) after giving effect to any such assignment by a Lender, the aggregate amount of the assignor Commitments and/or Credit Extensions held by such assigning Lender is at least $5,000,000 (unless such Lender has assigned the entire Commitments and Credit Extensions then held by it), (y) after giving effect to any such assignment by a Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, Assignee Percentage under the Swingline Lender Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitments and the Tranche B Commitments is the same, and (z) the Assignee provides the Administrative Agent and Max Re with the form specified in Section 9.10. The Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Max Re and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Max Re and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L C ("“Assignment and Acceptance"); ”) and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans2,500. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Credit Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.

Assignments, Participations, etc. (a) Any Lender mayFrom time to time following the Effective Date, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time Bank may assign and delegate to one or more Eligible Assignees (all or any portion of its Commitment and outstanding Loans; provided that no written consent (i) such assignment, if not to a Bank or an -------- Affiliate of the Borrower assigning Bank, shall be required either in connection with any assignment and delegation consented to by the Company at all times other than during the existence of a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender Default or at any time that an Event of Default and by the Administrative Agent (which approval of the Company shall existnot be unreasonably withheld or delayed), (ii) a copy of a duly signed and completed Assignment and Acceptance in the form of Exhibit H (each an "AssigneeAssignment and Acceptance") all--------- ------------------------- shall be delivered to the Administrative Agent and the Company, or any ratable part (iii) except in the case of all, an assignment (A) to an Affiliate of the Loansassigning Bank or to another Bank or (B) of the entire remaining Commitment of the assigning Bank, Revolving the portion of the Commitment assigned shall not be less than $10,000,000, (iv) the assigning Bank shall have delivered any Note or Notes subject to the assignment to the Administrative Agent, and Term Commitment and (v) the other rights and obligations effective date of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee shall be as specified in the Assignment and Acceptance, but not earlier than the date which is not a Lender five Business Days after the date the Administrative Agent has received the Assignment and Acceptance. Upon satisfaction of the conditions set forth in the prior sentence, any forms required by Section 3.01(f) and payment of the requisite fee described below, --------------- the assignee named therein shall be in a minimum amount equal Bank for all purposes of this Agreement effective as of the specified effective date to the lesser of $5,000,000 or the full amount extent of the assignor Lender's Commitment; Assigned Interest (as defined in such Assignment and providedAcceptance), still further, that and the Borrowerassigning Bank shall be released from any further obligations under this Agreement to the extent of such Assigned Interest. Until satisfaction of the conditions set forth herein to any assignment, the Issuing Lenders, the Swingline Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender the assigning Bank in connection with the interest so assigned Assigned Interest. Upon request following satisfaction of the conditions set forth herein to an Assignee until (i) written notice of such any assignment, together with payment instructions, addresses the Company shall execute and related information with respect deliver new or replacement Notes to the Assignee, shall have been given to the Borrower assigning Bank and the Agent assignee Bank to evidence Loans made by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered them. The Administrative Agent's consent to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment shall not be deemed to an Assignee which is not already a Lender, the assignor Lender constitute any representation or Assignee has paid warranty by any Administrative Agent-Related Person as to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansmatter. (b) From and after the date that the Agent notifies the assignor Lender that the requirements After receipt of paragraph (a) above 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 completed Assignment and Acceptance, shall have and receipt of an assignment fee of $3,500 from such Eligible Assignee or such assigning Bank (including in the rights and obligations case of a Lender under assignments to Affiliates of assigning Banks), the Loan Documents, and (ii) the assignor Lender Administrative Agent shall, promptly following the effective date thereof, provide to Borrower and Banks a revised Schedule 10.06 giving effect thereto. -------------- (c) Upon advance written notice to the extent Company, 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 rights Bank and obligations the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceDocuments; provided, relinquish its rights and be released from its however, that (i) the -------- ------- originating Bank's obligations under the Loan Documents. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee this Agreement shall continue to have the benefit of all indemnities hereunder following such assignment.remain

Assignments, Participations, etc. (a) Subject to Sections 12.08(b) and 12.08(e): (i) Any Lender may, may with the written prior consent of the BorrowerCompany, the Agent, and the Swingline Lender and each Issuing Lender, Bank (which consents will not be unreasonably withheld and which consent of the Company shall not be unreasonably withheld, required if a Default or Event of Default exists) at any time assign and delegate to one or more Eligible Assignees all or any fraction of its Commitment and outstanding Committed 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. (provided that no written ii) Any Lender may without the prior consent of the Borrower Company assign to another Lender all or any fraction of its Commitment and outstanding Committed 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 2.05 to a Federal Reserve Bank; provided, however, that no such assignment shall release any Lender from its obligations hereunder. (iv) Any Lender, if so requested by the Company under Section 5.09, shall assign to another Eligible Assignee its entire Commitment and all outstanding Committed Loans. (v) Except as provided in Section 12.08(a)(iii), no Lender may assign any Bid Loans made by it hereunder except to another Lender or to any other Person to which it is also assigning all or a fraction of its Commitment and outstanding Committed Loans pursuant to Section 12.08(a)(i). (b) No assignment shall become effective, and the Company and the Agent shall be required either entitled to continue to deal solely and directly with each Lender in connection with any assignment and delegation the interests so assigned by a such Lender to an Eligible Assignee, until (i) such Lender and such Assignee shall have executed an Assignment and Assumption Agreement substantially in the form of Exhibit 12.08(b) and written notice of such assignment, payment instructions, addresses, and related information with respect to such Assignee shall have been given to the Company and the Agent by such Lender and such Assignee, in substantially the form of Attachment A to Exhibit 12.08 (a "Notice of Assignment"); (ii) 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) and that is it has acknowledged the assignment by countersigning the Notice of Assignment. (c) From and after the effective date of any assignment hereunder, (i) the Assignee thereunder shall be deemed automatically to have become a party hereto and, to the extent that rights -64 and obligations hereunder have been assigned to such Assignee by the assignor Lender, shall have the rights and obligations of a Lender Affiliate of such hereunder and under each other Loan Document, and (ii) the assignor Lender, to the extent that rights and obligations hereunder have been assigned by it to the Assignee, shall be released from its future obligations hereunder and under each other Loan Document. (d) Subject to Section 12.08(e), any Lender or may at any time that an Event of Default shall exist) sell to one or more financial institutions or other Persons (each an of such Persons being herein called a "AssigneeParticipant") all, or participating interests in any ratable part of all, of the Loans, Revolving its Commitment and Term Commitment and the or other rights and obligations interests of such Lender hereunder; provided, however, that that (i) no participation contemplated in this Section 12.08(d) shall relieve such Lender from its Commitment or its other obligations hereunder or under any other Loan Document; (ii) such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to remain solely responsible for the lesser performance of $5,000,000 or its Commitment and such other obligations; (iii) the full amount of the assignor Lender's Commitment; and provided, still further, that the BorrowerCompany, the Issuing LendersAgent, the Swingline Lender and the Agent may Issuing Bank shall continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above 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 under this Agreement and each other Loan Document; and (iv) no Participant, unless such Assignment and AcceptanceParticipant is an Affiliate of such Lender, shall have the rights and obligations of a be entitled to require such Lender to take or refrain from taking any action hereunder or under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the any other Loan Documents have been assigned by it pursuant to Document, except that such Assignment and AcceptanceLender may agree with any Participant that such Lender will not, relinquish its rights and be released from its obligations under without such Participant's consent, take any action of the Loan Documents. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmenttype described in Section 12.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of the lesser of (i) $5,000,000 or (ii) the full amount of the Loans, and the other rights and obligations of such Lender; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L H ("Assignment and Acceptance"); , requiring, among other things, that any Assignee agree to be bound by the Intercreditor Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, Company at all times other than during the existence of an Event of Default and the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company or the Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until until: (i) written notice of such assignment, together with payment instructions, addresses assignment (in substantially the form of the Notice of Assignment and related information with respect to the AssigneeAcceptance attached hereto as Exhibit 10.8(i)), shall have been given to the Borrower Company and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit L 10.8(ii) ("“Assignment and Acceptance"”); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided3,500 (including, still furtherwithout limitation, that in connection with any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansby a Bank to a Bank). (ba) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfied, 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 Lender Bank under the Loan Documents, ; and (ii) the assignor Lender 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 . (b) Within five Business Days after its receipt of notice by the 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 contrary notwithstandingAgent, any Lender assigning all 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. (c) 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, Commitments 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 Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank’s rights and obligations hereunder 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 10.1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 as though it were also a Bank hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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. (d) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all indemnities hereunder following 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 §203.14, and such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Company (at all times other than during the existence of an Event of Default or Unmatured Event of Default) and the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company or the Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Committed Loans, Revolving Commitment and Term the Commitment and the other rights and obligations of such Lender hereunder; providedprovided that (i) if the Five-Year Credit Agreement is still in effect, howeversuch Lender shall concurrently assign to the same Assignee a proportionate share of such Lender's Committed Loans, that any such Commitment and other rights and obligations under the Five-Year Credit Agreement, (ii) except in the case of an assignment to an Eligible Assignee which is not by a Lender shall be in a minimum amount equal to of all of its remaining rights and obligations hereunder and (if applicable) under the lesser Five-Year Credit Agreement, the sum of $5,000,000 or the full amount of the assignor Lender's Commitment of such so assigned and the amount (if any) of the "Commitment" of such Lender under and as defined in the Five-Year Credit Agreement concurrently assigned to the same Assignee shall not be less than $5,000,000; and provided, still further, that (iii) the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (ix) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; (iiy) such Lender and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L G ("Assignment and Acceptance"); ) and (iiiz) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any 3,500 (which fee shall cover both the assignment hereunder must include an equal percentage of and any concurrent assignment under the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Five-Year Credit Obligations and Term LoansAgreement). (b) From and after the date that the Agent notifies the assignor Lender that it has received and provided its consent (and received, if applicable, the requirements consent of paragraph (athe Company) above are satisfiedwith 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 Lender under the Loan Documentshereunder, and (ii) the assignor 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 such rights and be released from its such obligations. (c) Any 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 Loan, the Commitment of such Lender and the other interests of such Lender (the "originating Lender") hereunder; provided that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Loan Documents. Anything herein originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and (iv) no 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, except to the contrary notwithstandingextent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 10.1. Each Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (d) Notwithstanding any other provision in this Agreement, any Lender assigning may at any time create a security interest in, or pledge, all or any portion of its Loansrights 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 ss.203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part ratablepart of all, of -------- the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of the lesser of (i) $5,000,000 or (ii) the full amount of the Loans, the Commitments and the other rights and obligations of such Lender; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Post-Petition Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Post-Petition Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Post-Petition Agent an Assignment and Acceptance in the form of Exhibit L H ("Assignment and Acceptance"); , requiring, among other --------- ------------------------- things, that any Assignee agree to be bound by the U.K./US Intercreditor Agreement and the Securitization Intercreditor Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Post-Petition Agent a processing fee in the amount of $3,500; and , and, provided, still further, that further any assignment hereunder must include an equal percentage shall be subject to the restrictions of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term LoansWarrant Agreement. (b) From and after the date that the Post-Petition Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) 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 contrary notwithstandingextent, but only to the extent, necessary to reflect the addition of the Assignee and the 101 resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. --- ----- (d) Any Lender may at any time sell to one or more commercial Lenders or other Persons (a "Participant") participating interests in any Loans, ----------- the Commitment of that Lender and the other interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; ------------------ provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Post-Petition Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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 14.1. In the case of any such participation, the Participant ------------ shall be entitled to the benefit of Sections 5.2, 5.4 and 11.5 as though it ------------ --- ---- were also a Lender hereunder provided that all amounts payable by the Borrower hereunder shall be determined as if such Originating Lender had not sold such participation. If amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender assigning may at any time create a security interest in, or pledge, all or any portion of its Loansrights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR (S)203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Borrowing Base Line, the Collateralized L/C Line, the L/C Obligations and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $1,000,000.00; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Co-Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Co-Borrowers and the Administrative Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Co-Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("“Assignment and Acceptance")”) in form attached hereto as Exhibit D, together with any Note or Notes subject to such assignment; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans2,500.00. (b) From and after the date that the Administrative Agent notifies the assignor Lender Bank that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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) The Co-Borrowers shall execute and deliver to the Administrative Agent, new Notes evidencing such Assignee’s assigned Loans and Line Portion and, if the assignor Bank has retained a portion of its Loans and its Line Portion, 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). Anything herein 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 Line Portion arising therefrom. The Line Portion allocated to each Assignee shall reduce such Line Portion of the assigning Bank pro tanto. Upon such Assignment, Administrative Agent is authorized to revise Schedule 2.01 and Schedule 11.02 to reflect the adjusted status of the Banks. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Co-Borrowers (a “Participant”) participating interests in any Loans, the Line Portion 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 Co-Borrowers, the Issuing Bank and the 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 Agreement, or any of the other Loan Documents, and all amounts payable by the Co-Borrowers 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) Each Bank 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 Co-Borrowers and provided to it by the Co-Borrowers or any Subsidiary, or by the Administrative Agent on a Co-Borrower’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 Bank, or (ii) was or becomes available on a non-confidential basis from a source other than the Co-Borrowers, provided that such source is not bound by a confidentiality agreement with, or under obligation of confidentiality, the Co-Borrowers known to the 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 the 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; (F) to such Bank’s independent auditors and other professional advisors; (G) to any Affiliate of such Bank, 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 Banks hereunder, and (H) as to any Bank, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which a Co-Borrower is party or is deemed party with such Bank. (f) 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 C.F.R. § 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) Notwithstanding anything to the contrary notwithstandingcontained herein, if at any Lender assigning time the Administrative Agent assigns all of its LoansLine Portion and Loans pursuant to subsection (b) above, Commitments the Administrative Agent shall, (i) upon 30 days’ notice to the Co-Borrowers and other the Banks, resign as Issuing Bank. In the event of any such resignation as Issuing Bank, the Co-Borrowers shall be entitled to appoint from among the Banks a successor Issuing Bank hereunder; provided, however, that no failure by the Co-Borrowers to appoint any such successor shall affect the resignation of the Administrative Agent as Issuing Bank. Administrative Agent shall retain all the rights and obligations of the Issuing Bank hereunder with respect to an Assignee shall continue all Letters of Credit outstanding as of the effective date of its resignation as Issuing Bank and all L/C Obligations with respect thereto (including the right to have require the benefit of all indemnities hereunder following such assignmentBanks to make Loans or fund participations in L/C Obligations pursuant to Section 3.03).

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of (i) $5,000,000 or (ii) the full remaining amount of the assignor Lendersuch Bank's CommitmentCommitments; and provided, still furtherhowever, that the Borrower, the Issuing Lenders, the Swingline Lender Borrowers and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans2,500. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (c) Within five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, Borrowers shall execute and deliver to the contrary notwithstandingAgent, any Lender assigning all 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 Borrowers (a "Participant") participating interests in any Loans, Commitments the Commitment of that Bank and the other rights interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) the originating Bank's obligations hereunder to an Assignee under this Agreement shall continue to have remain unchanged, (ii) the benefit of all indemnities hereunder following such assignment.originating

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the BorrowerAdministrative Agent and, the Agentbut only if there has not occurred and is continuing an Event of Default or Potential Default, the Swingline Lender and each Issuing LenderMAC, which such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existto 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 the Loans, Revolving Commitment and Term its Commitment and the Loans at the time owing to it) and the other rights and obligations of Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender's Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to MAC, the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the BorrowerBorrowers, the Issuing Lenders, the Swingline Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans3500. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrowers that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 resulting therefrom. (2) 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 Borrowers 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 Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrowers (a "Participant") participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the "originating Lender"); provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrowers, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments and other rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrowers to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrowers' obligations hereunder in respect to an Assignee such assigned interests to the extent of such payment. No such assignment shall continue to have release the benefit of all indemnities hereunder following such assignmentassigning Lender from its obligations hereunder.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Borrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower or the Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunder; , provided, however, that (x) any such assignment to an Eligible Assignee which is and delegation shall be a constant and not a varying, percentage of all of the assigning Lender's Commitments and Loans hereunder, (y) 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 equal to the lesser of $5,000,000 (or if less, the full entire Commitments then held by such Lender) and after giving effect to any such assignment by a Lender, the aggregate amount of the assignor Lender's Commitment; Commitments and/or Loans held by such assigning Lender is at least $5,000,000 (unless such Lender has assigned the entire Commitment and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Loans then held by it). The Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans3,000. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received (and provided the requirements required consents with respect to) an executed Assignment and Acceptance and payment of paragraph (a) above are satisfiedthe 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) 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 contrary notwithstandingextent, 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 Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents provided that such assignment shall be a constant and not a varying percentage of that Lender's Commitments and Loans; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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 10. 1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 to the extent the Lender selling such participation would be so entitled, 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 Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender assigning may at any time create a security interest in, or pledge, all or any portion of its Loansrights 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 ss.203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal 66 Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Agent and the Borrower, the Agent, the Swingline Lender and each Issuing Lender, 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, and (ii) the Eligible Assignee is not engaged in the securities brokerage business or the investment advisory business), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedBorrower and, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L F ("“Assignment and Acceptance")”) together with any Note or Notes subject to such assignment; and (iiiC) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender and the Borrower that it has received (and the requirements Borrower and the Agent have provided their consent with respect to) an executed Assignment and Acceptance and payment of paragraph (a) above are satisfiedthe 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five Business Days after its receipt of notice by the 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 Borrower shall execute and deliver to the contrary notwithstandingAgent, any new Notes evidencing such Assignee’s assigned Loans and Commitment and, if the assignor Lender assigning all has retained a portion of its LoansLoans and its Commitment, Commitments and other rights and obligations hereunder replacement Notes in the principal amount of the Commitment retained by the assignor Lender (such Notes to an Assignee shall continue to have be in exchange for, but not in payment of, the benefit of all indemnities hereunder following such assignment.Notes held by such

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Agent and the Borrower, the Agent, the Swingline Lender and each Issuing Lender, 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, and (ii) the Eligible Assignee is not engaged in the securities brokerage business or the investment advisory business), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedBorrower and, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L D ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender and the Borrower that it has received (and the requirements Borrower and the Agent have provided their consent with respect to) an executed Assignment and Acceptance and payment of paragraph (a) above are satisfiedthe 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 Lender under the Loan Documents, and (ii) the assignor 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 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 Borrower shall execute and deliver to the Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Commitment retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Anything herein 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 assignor Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower, and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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. (e) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement 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 ss.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 notwithstandingcontained 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 assigning all of its Loansshall be obligated to fund such Loan pursuant to the terms hereof, Commitments and other rights (iii) the Borrower and obligations hereunder to an Assignee Agent shall continue to have 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, (i) 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 (ii) 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 indemnities hereunder following or any part of whose Loan is being funded by an SPC at the time of such assignmentamendment.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Company at all times other than during the Agent, existence of an Event of Default and the Swingline Lender Agent and each the Issuing LenderBank, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company, the Agent or the Issuing Bank shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") -------- all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or or, if less, the full amount Commitment of the assignor such Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal -------- solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) together with any Note --------- ------------------------- or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five Business Days after its receipt of notice by the 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 contrary notwithstandingAgent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). 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 Lender pro tanto. --- ----- (d) Any 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 Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's -------- ------- obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company, the Issuing Bank and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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. 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, 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 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 assigning 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 Lender may at any time create a security interest in, or pledge, all or any portion of its Loans, Commitments rights under this Agreement and other rights and obligations hereunder to an Assignee shall continue to have the benefit Notes held by it in favor of all indemnities hereunder following such assignmentany Federal Reserve Bank in accordance with Regulation A of the FRB.

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the BorrowerAdministrative Agent and, the Agentbut only if there has not occurred and is continuing an Event of Default or Potential Default, the Swingline Lender and MAC, in each Issuing Lender, which case such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existto another Lender or its Affiliate) (each an "“Assignee"”) allall or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or any ratable part of all, of such lesser amount as agreed by the Loans, Administrative Agent; and (B) if such Lender’s Commitment (or Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunderLoan Credit Exposure) is less than $5 million, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedMAC, still further, that the Borrower, the Issuing LendersLender, the Swingline Swing Line Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent by such Lender and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 11.8(1)(B); (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 resulting therefrom. (B) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until receipt by Administrative Agent of a fully executed Assignment and Acceptance Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.8(1). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (2) 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 Revolving Commitment and/or new Note evidencing such Assignee’s portion of each Series of the Term Loans. (3) Any Lender may at any time, without notice to or the consent of any other Person, sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “Originating Lender”); provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments and other rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to an Assignee such assigned interests to the extent of such payment. No such assignment shall continue release the assigning Lender from its obligations hereunder. (5) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to have disclose all or any portion of the benefit Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all indemnities hereunder following such assignmentpurposes of this Agreement, notwithstanding notice to the contrary.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents consent shall not be unreasonably withheld, and Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of (i) the Agent or Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that and (ii) Borrower is required upon the the occurrence of an Event of Default shall existunder Sections 7.1(f) or 7.1(g)) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or (unless Agent otherwise consents to a lesser amount) or, if less, the full entire Commitment of such Lender (provided that, unless all of such assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender shall retain a Commitment in a minimum amount of the assignor Lender's Commitment$5,000,000); and providedPROVIDED, still furtherHOWEVER, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until until: (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; ; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in form and substance reasonably satisfactory to the form of Exhibit L Agent, such Lender and its Assignee (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"); and and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements Agent has received and provided its consent with respect to an executed Assignment and Acceptance and payment of paragraph (a) above are satisfied, 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 Lender under this Agreement and the other Loan Documents, and ; and (ii) the assignor 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. Anything herein . (c) Immediately upon the making of the processing fee payment to the contrary notwithstandingAgent in respect of the Assignment and Acceptance, any Lender assigning all this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of its Loans, the Assignee and the resulting adjustment of the Commitments and other rights and obligations hereunder arising therefrom. The Commitment allocated to an each Assignee shall continue reduce such Commitment of the assigning Lender to have the benefit of all indemnities hereunder following such assignmentsame extent.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time Bank may 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 and the Loans at the time owing to it); provided that no written consent (i) except in the case of an assignment of the Borrower 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 required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate less than $10,000,000, unless each of such Lender or at any time that an the Administrative Agent and, so long as no Event of Default shall exist) 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 Loans, Revolving Commitment and Term Commitment and the other assigning Bank's rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information 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 Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit L C hereto (an "Assignment and AcceptanceASSIGNMENT AND ASSUMPTION AGREEMENT"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent together with a processing and recordation fee in the amount of $3,500; , and providedthe Eligible Assignee, still furtherif it shall not be a Bank, that any assignment hereunder must include shall deliver to the Administrative Agent an equal percentage of Administrative Questionnaire. Subject to acceptance and recording thereof by the assignor Lender's Revolving CommitmentAdministrative Agent pursuant to Section 2.02(a), Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From from and after the effective date that specified in each Assignment and Assumption Agreement, the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, (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 Lender Bank under the Loan Documentsthis Agreement, and (ii) the assignor Lender 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. Anything herein to the contrary notwithstanding, any Lender assigning case of an Assignment and Assumption Agreement covering all of its Loans, Commitments and other the assigning Bank's rights and obligations hereunder under this Agreement, such Bank shall cease to an Assignee be a party hereto but shall continue to have be entitled to the benefit benefits of all indemnities hereunder following such assignmentSections 3.01, 3.03, 10.04, and 10.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, Guarantor and the Documentation Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Guarantor or the Documentation Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender Bank Affiliate of such Lender Bank or at to any time that an Event of Default shall existother Bank) (each each, an "Assignee") all, or any ratable part of allits Credit Exposure, provided that (i) it assigns its Credit Exposure in an amount not less than Ten Million Dollars ($10,000,000), and (ii) such Assignee pays to the Documentation Agent an assignment fee of the Loans, Revolving Commitment and Term Commitment $3,000. Each Borrower and the other rights and obligations Banks agree that to the extent of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender in accordance with the foregoing sentence, the Assignee shall be in a minimum amount equal deemed to have the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; same rights and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender benefits with respect to each Borrower under this Agreement and any Notes and the same rights of set-off and obligation to share pursuant to Section 9.11 as it would have had if it were a Bank hereunder, provided that each Borrower and the Documentation Agent may shall be entitled to continue to deal solely and directly with such Lender the assignor Bank in connection with the interest interests so assigned to an the Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the each Borrower and the Documentation Agent by such Lender the assignor Bank and the Assignee; Assignee (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) accompanied, in the case of any assignment to an Assignee which is not already a Lenderthe Documentation Agent, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage by payment of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansassignment fee). (b) From and after Upon the date that the Agent notifies assignment of Credit Exposure provided for hereby, the assignor Lender that the requirements of paragraph (a) above are satisfied, (i) the Assignee thereunder Bank shall be a party hereto and, relieved of its obligations hereunder to the extent of such assignment and the Assignee shall become a Bank hereunder. In the event that rights the holder of any Note (including any Bank) shall assign or transfer such Note as permitted hereby, or any part of the obligations evidenced thereby, the applicable Borrower shall, upon surrender of such Note, issue new Notes to reflect such transfer or assignment payable to the order of the relevant parties as their respective interests may appear; provided that such Borrower and obligations hereunder the Documentation Agent shall be entitled to continue to deal solely and directly with the assignor holder of such Note in connection with the interests so assigned until written notice of such assignment shall have been assigned given to it such Borrower and the Documentation Agent by the assignor and the assignee of such Note or interest therein. (c) Each Bank may at any time sell to one or more banks or other entities ("Participants") participating interests in all or any portion of its Commitment and Loans made pursuant to this Agreement or any other interest of such Assignment and AcceptanceBank hereunder or under any Note (in respect of any Bank, shall have its "Credit Exposure"), provided that, notwithstanding the rights and obligations foregoing, any Bank may at any time sell participating interests in all or a part of its Credit Exposure to any Affiliate of such Bank or to any other Bank. In the event of any such sale by a Lender under the Loan DocumentsBank of participating interests to a Participant, and (ii) the assignor 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 Bank's obligations under this Agreement shall remain unchanged, such Bank shall remain solely responsible for the Loan Documents. Anything herein to performance thereof, such Bank shall remain the contrary notwithstanding, holder of any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.Notes for all

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the BorrowerAdministrative Agent and, the Agentbut only if there has not occurred and is continuing an Event of Default or Potential Default, the Swingline Lender and MAC, in each Issuing Lender, which case such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existto 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 the Loans, Revolving Commitment and Term its Commitment and the Loans at the time owing to it) and the other rights and obligations of Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedMAC, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 resulting therefrom. (2) 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 Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments and other rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to an Assignee such assigned interests to the extent of such payment. No such assignment shall continue to have release the benefit of all indemnities hereunder following such assignmentassigning Lender from its obligations hereunder.

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the Borrower, the Administrative Agent, the Swingline Lender Issuing Lenders (with respect to assignments of Revolving Commitments and Revolving Credit Exposure only) and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each Issuing Lender, which case such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that (i) no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at to another Lender or its Affiliate or an Approved Fund, (ii) MAC shall be deemed to have consented to any time such assignment and delegation unless it shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (iii) MAC’s refusal to consent to an assignment to an assignee on the basis that MAC would be obligated to pay to the assignee pursuant to Section 2.7 an Event amount in excess of Default shall existthe amount payable to the applicable assignor pursuant to Section 2.7 immediately prior to such assignment is deemed to be reasonable) (each an "“Assignee"”) allall or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or any ratable part of all, of such lesser amount as agreed by the Loans, Administrative Agent; and (B) if such Lender’s Commitment (or Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunderLoan Credit Exposure) is less than $5 million, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedMAC, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Collateral Agent and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrower, the Issuing Lenders and the Administrative Agent by such Lender and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 11.8(1)(B); (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance")Agreement; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500. Notwithstanding anything herein to the contrary, unless a Potential Default or an Event of Default has occurred and is continuing, no assignment, transfer or participation may be made to a Disqualified Competitor absent the prior written consent of MAC (which consent may be made in its sole and absolute discretion). The Administrative Agent and its Related Parties shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Competitors; and provided, still further, provided that the list of Disqualified Competitors shall be posted for all Lenders or made available to any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term LoansLender upon request. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 and Credit Exposures resulting therefrom. (B) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until receipt by Administrative Agent of a fully executed Assignment and Acceptance Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.8(1). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment and Acceptance Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. The Administrative Agent will deliver to the Borrower a copy of the Register within five (5) Business Days after the Administrative Agent’s receipt of the Borrower’s written request therefor. (2) 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 Revolving Commitment and/or new Note evidencing such Assignee’s portion of the Term Loans. (3) Any Lender may at any time, without notice to or the consent of any other Person, sell to one or more commercial banks or other Persons not Affiliates of the Borrower (other than, unless a Potential Default or an Event of Default has occurred and is continuing, a Disqualified Competitor without the prior written consent of MAC) (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “Originating Lender”); provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lenders, the Collateral Agent and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above), and the benefits of Section 2.10 (subject to the requirements and limitations therein, including the requirements under Section 2.10(6) (it being understood that the documentation required under Section 2.10(6) shall be delivered to the participating Lender)) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may pledge and/or assign all or any portion of its Loans, Commitments and other rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Bank or other central bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank or other central bank, provided that any payment in respect of such pledged and assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance 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 pledge or assignment shall release the assigning Lender from its obligations hereunder. (5) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (6) No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee assignee in accordance with the provisions of paragraph (1) of this Section 11.8, (ii) by way of participation in accordance with the provisions of paragraphs (3) and (5) of this Section 11.8, or (iii) by way of assignment of a security interest subject to the restrictions of paragraph (4) of this Section 11.8 (and any other attempted assignment or transfer by any party hereto shall continue be null and void). (7) A Participant shall not be entitled to receive any greater payment under Section 2.7 or 2.10 than the applicable Lender would have been entitled to receive with respect to the benefit participation sold to such Participant, unless the sale of all indemnities hereunder following the participation to such assignmentParticipant is made with MAC’s prior written consent.

Assignments, Participations, etc. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligations except as permitted by clauses (a) or (b) below. (a) Any Lender maymay (subject to the provisions of this section, in accordance with applicable law, in the written consent ordinary course of the Borrowerits business, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate time) sell to one or more Eligible Assignees Persons (provided that no written consent each a “Participant”) participating interests in its portion of the Borrower shall be required either in connection with any assignment Obligations. The selling Lender remains a “Lender” under the Loan Documents, the Participant does not become a “Lender” under the Loan Documents, and delegation by a the selling Lender’s obligations under the Loan Documents remain unchanged. The selling Lender to an Eligible Assignee that is a Lender Affiliate remains solely responsible for the performance of such Lender or at any time that an Event its obligations and remains the holder of Default shall exist) (each an "Assignee") all, or any ratable part of all, its share of the Loans, Revolving Commitment outstanding Loan for all purposes under the Loan Documents. The Loan Parties and Term Commitment and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender Administrative Agent shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such the selling Lender in connection with that Lender’s rights and obligations under the Loan Documents, and each Lender must retain the sole right and responsibility to enforce due obligations of the Loan Parties. Participants have no rights under the Loan Documents except certain voting rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of Article XII with respect to all participations in its part of the Obligations outstanding from time to time so long as no Loan Party is obligated to pay any amount in excess of the amount that would be due to that Lender under Article XII calculated as though no participations have been made. No Lender may sell any participating interest under which the Participant has any rights to approve any amendment, modification, or waiver of any Loan Document except as to matters in Section 12.01. (b) Each Lender may make assignments to the Federal Reserve Bank. Each Lender may upon the written consent of Administrative Agent and, if no Event of Default exists, with the consent of Borrower (which consent shall not be unreasonably withheld or delayed) assign to one or more assignees (each an “Assignee”) all or any part of its rights and obligations under the Loan Documents so assigned to an Assignee until long as (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such assignor Lender and the Assignee; (ii) such Lender Assignee execute and its Assignee shall have delivered deliver to the Borrower and the Administrative Agent an Assignment assignment and Acceptance assumption agreement in substantially the form of Exhibit L E ("an “Assignment and Acceptance"); Acceptance Agreement”) and (iii) in the case of any assignment pay to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount set forth on Appendix I, (ii) the Assignee acquires an identical percentage interest in the Commitment of $3,500; the assignor Lender and provided, still further, that any assignment hereunder must include an equal identical percentage of the interests in the outstanding Loan held by such assignor Lender's Revolving Commitment, Term Commitment(iii) except in the case of an assignment to another Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, Revolving Loansany partial assignment shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof, Letter and (iv) the conditions (including, without limitation, minimum amounts of Credit Obligations the Commitment that may be assigned or that must be retained) for that assignment set forth in the applicable Assignment and Term Loans. Acceptance Agreement are satisfied. The “Effective Date” in each Assignment and Acceptance Agreement must (bunless a shorter period is agreeable to Borrower and Administrative Agent) From be at least five (5) Domestic Business Days after it is executed and delivered by the assignor Lender and Assignee to Administrative Agent and Borrower for acceptance. Once that Assignment and Acceptance Agreement is accepted by Administrative Agent and Borrower, then, from and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, Effective Date stated in it (i) the Assignee thereunder shall be automatically becomes a party hereto to this Agreement and, to the extent provided in that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance Agreement, shall have has the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shallLender, to the extent provided in 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 is released from its obligations to fund Borrowings under this Agreement and its reimbursement obligations under this Agreement and, in the case of an Assignment and Acceptance Agreement covering all of the remaining portion of the assignor Lender’s rights and obligations under the Loan Documents. Anything herein , that Lender ceases to be a party to the contrary notwithstandingLoan Documents, (iii) Borrower shall execute and deliver to the assignor Lender and Assignee the appropriate Notes in accordance with this Agreement following the transfer, (iv) upon delivery of the Notes under clause (iii) preceding, the assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this Agreement, and (v) Schedule 2.01 is automatically deemed to be amended to reflect the name, address, telecopy number, and Commitment of Assignee and the remaining Commitment (if any) of the assignor Lender, and Administrative Agent shall prepare and circulate to the Loan Parties and the Lenders an amended Schedule 2.01 reflecting those changes. (c) Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance Agreement delivered to it and a register for the recordation of the names and addresses, the Commitments, and the principal amount of the Loans of each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Administrative Agent, the Issuing 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, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, the Issuing Lender and any Lender assigning all of its Loans, Commitments at any reasonable time and other rights and obligations hereunder from time to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmenttime upon reasonable prior notice.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents consent shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment 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 entire amount of such Lender's Loans, Commitment and L/C Obligations); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L F ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five Business Days after its receipt of notice by the 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 contrary notwithstandingAgent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). 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 Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial lenders or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company, the Issuing Lender and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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. 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 Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender assigning may at any time create a security interest in, or pledge, all or any portion of its Loansrights 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 Sec.203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, Company at all times other than during the existence of an Event of Default and the Syndication Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company or the Syndication Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, Revolving Commitment and Term the Commitment and the other rights and obligations of such Lender Bank hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment5,000,000; and providedPROVIDED, still furtherHOWEVER, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent Agents may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent Agents by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Syndication Agent an Assignment and Acceptance in the form of Exhibit L EXHIBIT E ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"); ) and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Syndication Agent and the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include 1,500 each except where the Assignee is an equal percentage affiliate of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansassigning Bank. (b) From and after the date that the Syndication Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (c) Within five Business Days after its receipt of notice by the Syndication 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 contrary notwithstandingSyndication Agent, any Lender assigning all 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 by the amount 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") (other than investment companies) participating interests in any Loans, Commitments 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 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. 1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 as though it were also a Bank hereunder, but shall not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder to 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 Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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) Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all indemnities information identified as "confidential" or "secret" by the Company and provided to it by the Company, or by an Agent on the Company'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 Bank, 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 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 the 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 any 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 following or under any other Loan Document; (F) to such assignmentBank's independent auditors and other professional advisors; (G) to any Affiliate of such Bank, 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 Banks hereunder, and (H) as to any Bank, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed party with such Bank. (f) 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 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 ss. 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) Any Bank may transfer and carry all or a portion of its Commitment and the Loans at the time held by it at, to or for the account of any domestic or foreign branch office of such Bank, and such transfer shall not be deemed an assignment or participation pursuant to this Section 10.8; provided, however, that such Bank shall not be entitled to receive any amount payable pursuant to Section 3.3 hereof to the extent that such amount would not have been payable but for the transfer referred to above; provided, further, that such Bank shall have delivered to the Syndication Agent revised information with respect to it as set forth in Section 10.2.

Assignments, Participations, etc. (a) Any Lender mayThe provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, with except that the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the BorrowerBorrowers without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the AgentIndemnitees) any legal or equitable right, the Swingline remedy or claim under or by reason of this Agreement. (b) Any Lender and each Issuing Lender, which consents shall not be unreasonably withheld, 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 Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations) at the time owing to it); provided that no written consent (i) except in the case of an assignment of the Borrower shall be required either entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Lender to or an Eligible Assignee that is Affiliate of a Lender Affiliate 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 Lender or at any time that an assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default shall exist) 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, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Assumption, Revolving Commitment and Term Commitment and have 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 Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender hereunder; provided, however, that any such assignment shall cease to an Eligible Assignee which is not be a Lender party hereto but shall continue to be in a minimum amount equal entitled to the lesser benefits of $5,000,000 or Sections 4.01, 4.02 and 4.05 with respect to facts and circumstances occurring prior to the full amount effective date of the assignor Lender's Commitment; and provided, still further, that the Borrowersuch assignment). Upon request, the Issuing Lenders, Borrowers (at their expense) shall execute and deliver new or replacement Notes to the Swingline 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) The Administrative Agent, acting solely for this purpose as an agent of 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, and the Borrowers, 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 Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or the Company or any of the Company’s Affiliates or Subsidiaries (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the interest so assigned sole right to an Assignee until enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) written notice postpone any date upon which any payment of money is scheduled to be paid to such assignmentParticipant, together with (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release any Guarantor from the Master Guaranty and Intercreditor Agreement. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of 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 extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment instructions, addresses and related information under Section 4.01 or 4.02 than the applicable Lender would have been entitled to receive with respect to the Assigneeparticipation 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 Person if it were a Lender shall have been given not be entitled to the Borrower benefits of Section 4.01 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the Agent by such Lender and benefit of the Assignee; (ii) such Lender and its Assignee shall have delivered Borrowers, to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already comply with Section 4.01 as though it were a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (bf) From and after the date Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment, to secure obligations to a Federal Reserve Bank; provided that the Agent notifies the assignor no such pledge or assignment shall release such Lender that the requirements from any of paragraph (a) above are satisfied, (i) the Assignee thereunder shall be its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto andhereto. (g) As used herein, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall following terms have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.meanings:

Assignments, Participations, etc. (a) (i) Any Lender may, with the written consent of the Agent and the Borrower, the Agent, the Swingline Lender and each Issuing Lender, 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), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to (x) the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedBorrower and, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L F ("Assignment and Acceptance")) together with any Note or Notes subject to such assignment; and (iiiC) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; 3,500 and provided, still further, that any (y) no such assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, (i) the Assignee thereunder shall be a party hereto andmade to any Defaulting Lender or any of its Subsidiaries, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceor any Person who, shall have the rights and obligations of upon becoming a Lender under the Loan Documentshereunder, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentwould constitute a Defaulting Lender.

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 maymay assign to one or more assignees (each, with 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 must give their prior written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, to such assignment (which consents consent shall not be unreasonably withheld), at (ii) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of the assigning Lender's Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent 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 Assignor in respect of each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and (v) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower otherwise required under this paragraph shall not be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that if an Event of Default shall existunder clause (f) 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 specified in each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, (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 Lender under the Loan Documentsthis Agreement, and (ii) the assignor 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 Documents. Anything herein to the contrary notwithstanding, any Lender assigning case of an Assignment and Acceptance covering all of its Loans, Commitments and other the assigning Lender's rights and obligations hereunder under this Agreement, such Lender shall cease to an Assignee be a party hereto but shall continue to have be entitled to the benefit 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) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States 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 Commitment of, and principal amount 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 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 indemnities hereunder following purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (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 assignmentassignment 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 or the Administrative Agent, sell participations to one or more banks or other entities (each a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 10.02 that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.05 (other than 3.05(f)), 3.06, 3.08, 3.09 and

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, the Administrative Agent, the Swingline Lender and each Issuing Lender, which consents consent shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "AssigneeASSIGNEE") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the obligations, and the other rights and obligations of such Lender Bank hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment5,000,000; and providedPROVIDED, still furtherHOWEVER, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment assignment and Acceptance acceptance agreement in the form of Exhibit L EXHIBIT G ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans3,000. (b) From and after the date that the Administrative Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (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 Borrower shall execute and deliver to the contrary notwithstandingAdministrative Agent, any Lender assigning all new Notes evidencing such Assignee's assigned Loans, Obligations and, if the assignor Bank has retained a portion of its Loans, Commitments 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 Administrative Agent shall deliver a revised SCHEDULE 2.1 to the Banks and the Borrower to reflect such assignment. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "PARTICIPANT") participating interests in any Loans 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 Borrower and the 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 postpone or delay any date fixed for payment of principal, interest, fees or other amounts hereunder to or reduce the principal of or rate of interest specified herein. 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 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 Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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 indemnities hereunder following 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 Section 203.14, and such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Subject to the consents required under Section 11.08(b), each Lender reserves the right, at any time, to syndicate its Commitments, Loans, rights and obligations under this Agreement and the Loan Documents to one or more Eligible Assignees identified by it. Upon request, Borrowers shall actively assist each such Lender in connection with any proposed syndication. (b) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents consent shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existto a bank loan fund managed by such Lender) (each an "“Assignee"”) all, or any ratable part of all, (i) all of the Loans, Revolving Commitment and Term Commitment the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder; provided, however, that or (ii) any such assignment to an Eligible Assignee which is not a Lender shall be ratable part thereof in a minimum amount equal to the lesser of Five Million Dollars ($5,000,000 or the full amount of the assignor Lender's Commitment5,000,000); and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered to the Borrower Representative and the Agent an Assignment and Acceptance in the form of Exhibit L D ("“Assignment and Acceptance"”); , and (iiiC) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of Two Thousand Five Hundred Dollars ($3,500; and provided, still further, that any assignment hereunder must include 2,500) unless the Assignee is an equal percentage of the assignor existing Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (bc) From and after the date that the Agent notifies the assignor Lender that it has received (and provided its consent with respect to) an executed Assignment and Acceptance, payment of the requirements of paragraph (a) above are satisfiedabove-referenced processing fee if required under Section 11.08(b), (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the Loan Documents have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (d) Immediately upon the giving of Agent’s notice under Section 11.08(b), this Agreement shall be deemed to be amended to the contrary notwithstandingextent, 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 Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial Lenders or other Persons not Affiliates of any Credit Party (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) Borrowers, the Issuing Banks and Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.01, 4.03 and 11.05 as though it were also a Lender hereunder. (f) Notwithstanding any other provision in this Agreement, any Lender assigning all may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), Commitments and other rights and obligations hereunder to an Assignee shall continue (A) any federal reserve bank (pursuant to have Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of all indemnities the holders of, such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder following and no such assignmentLender shall be relieved of any of its obligations hereunder.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Borrower and the Administrative Agent, the Swingline Lender and each Issuing Lender, of which consents shall not be unreasonably withheldwithheld or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an to another Lender, and no consent of the Borrower shall be required so long as a Default or Event of Default shall existhas occurred and is continuing) (each an "Assignee") all, all or any ratable part of allportion, of the Loans, Revolving Commitment and Term Commitment its Commitments or Credit Extensions and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to of the lesser of $5,000,000 or and the full remaining amount of the assignor such Lender's CommitmentCommitments or Credit Extensions (except that no such minimum shall be applicable to an assignment to a Lender or an Affiliate of a Lender); and provided, still further, provided that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Eligible Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Eligible Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Eligible Assignee; (ii) such Lender and its Eligible Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L D ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, Documents and (ii) the assignor 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. Anything Upon the request of the assignee, the Borrower shall issue Notes to the Eligible Assignee. Upon the request of the assignor, if applicable, the Borrower shall issue a reduced Note to such assignor in exchange and replacement for its then existing Note. (c) 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 Lender dollar for dollar. (d) The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this Section, to maintain a register (the "Register") on which the Administrative Agent will record each Lender's Commitment, the Loans made by each Lender and the Notes evidencing such Loans, and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to this Section. Failure to make any recordation, or any error in such recordation, shall not affect the Borrower's or any other Obligor's Obligations in respect of such Loans or Notes. The entries in the Register shall be conclusive (provided that any failure to make any recordation or any error in such recordation shall be corrected by the Administrative Agent upon notice or discovery thereof), and the Borrower, the Administrative Agent and the Lenders shall treat each Person in whose name a Loan and related Note is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary notwithstandingcontrary. A Lender's Commitment and the Loans made pursuant thereto and the Notes evidencing such Loans may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender's Commitment or the Loans or the Notes evidencing such Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the assignor thereof. No assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. (e) Any Lender may at any time, without the consent of any Lender assigning all Person, sell to one or more commercial Lenders or other Persons not Affiliates of its the Borrower (a "Participant") participating interests in any Loans, Commitments the Commitment of that Lender and the other interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations hereunder under any Loan Document and (iv) no 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, any Loan Document, except to the extent such amendment, consent or waiver would require the consent of the Originating Lender as an Assignee affected Lender as described in Section 11.1(a). In the case of any such participation, the Participant shall continue be entitled to the benefit of Sections 4.1, 4.3 and 11.5 as though it were also a Lender hereunder, but shall not be entitled to any greater amount than would be payable to the original Lender if no participation had been made 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 benefit right of all indemnities hereunder following such assignment.set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Each Lender shall, as agent of the Borrower solely for the purpose of this Section, record in book entries

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheldBank, at any time may assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the -------- Loans, Revolving Commitment and Term Commitment the Uncommitted Line, the L/C Obligations and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $1,000,000.00; provided, however, that (i) any such assignment to an Eligible Assignee which is not a Lender disposition shall be in a minimum amount equal to not, without the lesser prior -------- ------- consent of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, require the Issuing LendersBorrower to file a registration statement with the Securities and Exchange Commission or apply to register or qualify the Loan or any Note under the securities laws of any state, and (ii) the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance")) in form attached hereto as Exhibit D, together ------------------------- --------- with any Note or Notes subject to such assignment; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans2,500.00. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (c) The Borrower shall execute and deliver to the contrary notwithstandingAgent, any Lender assigning all new Notes evidencing such Assignee's assigned Loans and Uncommitted Line Portion and, if the assignor Bank has retained a portion of its Loans and its Uncommitted Line Portion, 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 Uncommitted Line Portion arising therefrom. The Uncommitted Line Portion allocated to each Assignee shall reduce such Uncommitted Line Portion of the assigning Bank pro tanto. Upon such --- ----- Assignment, Agent is authorized to revise Schedule 2.01 and Schedule 11.02 to ------------- -------------- reflect the adjusted status of the Banks. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating ----------- interests in any Loans, Commitments the Uncommitted Line Portion 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 and the -------- ------- Borrower's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Borrower, the Issuing Bank and the 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 Borrower hereunder to 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 Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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) Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all indemnities information identified as "confidential" or "secret" by the Borrower and provided to it by the Borrower or any Subsidiary or Affiliate, or by the Agent on the Borrowers or Subsidiary's or Affiliate'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 Bank, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower, provided that such source is not bound by a confidentiality agreement with, or under obligation of confidentiality, the Borrower known to the 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 the 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 CREDIT AGREEMENT - Page 73 litigation or proceeding to which the 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 following or under any other Loan Document; (F) to such assignmentBank's independent auditors and other professional advisors; (G) to any Affiliate of such Bank, 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 Banks hereunder, and (H) as to any Bank, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Borrower is party or is deemed party with such Bank. The foregoing is not intended to limit the Banks' obligations to maintain confidential information received from the Borrower under applicable laws.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower (other than during the existence of a Default or Event of Default in which event the Borrower, 's consent shall not be required) and the Agent, the Swingline Lender and which consent, in each Issuing Lendercase, which consents shall not be unreasonably withheldwithheld (which consent of the Borrower and the Agent shall not be required if the Eligible Assignee is an Affiliate of such Lender or is another Lender), provided that such assignment shall not result in increased costs to the Borrower pursuant to Section 2.11, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the LoansNotes, Revolving Commitment and Term Commitment L/C Obligations and the other rights and obligations of such Lender hereunder. In the event of a partial assignment (other than to another Lender or an Affiliate of a Lender), such assignment shall be in a minimum amount of not less than $5,000,000 and, after giving effect to such assignment, the assigning Lender's or selling Lender's Proportionate Share of the Notes and L/C Obligations shall equal an amount that it not less than $10,000,000, in each case, unless otherwise agreed in writing by the Borrower and the Agent; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L H ("Assignment and Acceptance")) together with any Note subject to such assignment; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans4,000. (b) From and after the date that the Agent notifies the assignor assigning Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Transaction Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Transaction 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. Anything herein . (c) Within five (5) Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Borrower shall execute and deliver to the contrary notwithstandingAgent, a new Note evidencing such Assignee's assigned Proportionate Share of the related Loans and, if the assignor Lender has retained a portion thereof, a replacement Note in the principal amount of the Proportionate Share of the Loans retained by the assignor Lender (such Note to be in exchange for, but not in payment of, the Note held by such Lender). 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 adjustment of the Proportionate Share of the Loans. (d) Any Lender may at any time sell to one or more commercial banks or other Persons not affiliates of the Borrower (a "Participant") participating interests in the Loans, the L/C Obligations and the other interests of that Lender (the "Originating Lender") hereunder and under the other Transaction Documents; provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Transaction Documents and (iv) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Transaction Documents other than those that pursuant to the terms of this Agreement require the consent of the affected Lender; and provided further that, and it is hereby agreed that, the Borrower shall not be obligated to make any greater payment or otherwise incur any greater cost or liability under Section 2.11 than had no such sale of a participating interest occurred. (e) Each Lender agrees to maintain the confidentiality of all information identified as "confidential" by the Borrower and provided to it by the Borrower, or by the Agent on the Borrower's behalf, in connection with this Agreement or any other Transaction Document, and neither it nor any of its Affiliates shall use 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 (i) was or becomes generally available to the public other than as a result of a disclosure by the Lender, or (ii) was or becomes available on a non-confidential basis from a source other than the Borrower or one of its affiliates; 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 law or requirement of law; and (D) to such Lender's independent auditors and other professional advisors. If the Agent or any Lender discloses any such confidential information pursuant to the provisions of the immediately proceeding proviso, the Agent or such Lender shall seek to obtain assurance that confidential treatment will be accorded to such confidential information; provided, however, that neither the Agent nor any Lender shall have any liability for the failure to obtain such confidential treatment. Notwithstanding the foregoing, the Borrower authorizes each Lender to disclose to any Participant or Assignee and to any prospective Participant or Assignee, such financial and other information in such Lender's possession concerning a Borrower or a Subsidiary Guarantor which has been delivered to the Agent or the Lenders pursuant to this Agreement or which has been delivered to the Agent or the Lenders by the Borrower or a Subsidiary Guarantor in connection with the Lenders' credit evaluation of the Borrower and the Subsidiary Guarantors prior to entering into this Agreement, provided that such participant or assignee (or prospective participant or assignee) agrees in writing to be bound by a confidentiality agreement similar to the provisions of this Section 10.11(e). (f) Notwithstanding any other provision contained in this Agreement or any other Transaction Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments Proportionate Share of the Notes and other rights the L/C Obligations held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following any Operating Circular issued by such assignment.Federal Reserve Bank

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the Borrower, the Administrative Agent, the Swingline Lender Issuing Lenders (with respect to assignments of Revolving Commitments and Revolving Credit Exposure only) and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each Issuing Lender, which case such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that (i) no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at to another Lender or its Affiliate or an Approved Fund, (ii) MAC shall be deemed to have consented to any time such assignment and delegation unless it shall have objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof and (iii) MAC’s refusal to consent to an assignment to an assignee on the basis that MAC would be obligated to pay to the assignee pursuant to Section 2.7 an Event amount in excess of Default shall existthe amount payable to the applicable assignor pursuant to Section 2.7 immediately prior to such assignment is deemed to be reasonable) (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 the Loans, Revolving Commitment and Term its Commitment and the Loans at the time owing to it) and the other rights and obligations of Obligations held by such Lender hereunder, in a minimum amount of $5 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 (or, after the Revolving Commitments have terminated, Revolving Credit Exposure) is less than $5 million, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedMAC, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Collateral Agent and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrower, the Issuing Lenders and the Administrative Agent by such Lender ▇▇▇▇▇▇ and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 11.8(1)(B); (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance")Agreement; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500. Notwithstanding anything herein to the contrary, unless a Potential Default or an Event of Default has occurred and is continuing, no assignment, transfer or participation may be made to a Disqualified Institution absent the prior written consent of MAC (which consent may be made in its sole and absolute discretion). The Administrative Agent and its Related Parties shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Institutions; and provided, still further, provided that the list of Disqualified Institutions shall be posted for all Lenders or made available to any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term LoansLender upon request. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 and Credit Exposures resulting therefrom. (B) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until receipt by Administrative Agent of a fully executed Assignment and Acceptance Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.8(1). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment and Acceptance Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. The Administrative Agent will deliver to the Borrower a copy of the Register within five (5) Business Days after the Administrative Agent’s receipt of the Borrower’s written request therefor. (2) 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 Revolving Commitment. (3) Any Lender may at any time, without notice to or the consent of any other Person, sell to one or more commercial banks or other Persons not Affiliates of the Borrower (other than, unless a Potential Default or an Event of Default has occurred and is continuing, a Disqualified Institution without the prior written consent of MAC) (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “Originating Lender”); provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lenders, the Collateral Agent and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating ▇▇▇▇▇▇’s rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above), and the benefits of Section 2.10 (subject to the requirements and limitations therein, including the requirements under Section 2.10(6) (it being understood that the documentation required under Section 2.10(6) shall be delivered to the participating Lender)) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may pledge and/or assign all or any portion of its Loans, Commitments and other rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Bank or other central bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank or other central bank, provided that any payment in respect of such pledged and assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance 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 pledge or assignment shall release the assigning Lender from its obligations hereunder. (5) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (6) No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee assignee in accordance with the provisions of paragraph (1) of this Section 11.8, (ii) by way of participation in accordance with the provisions of paragraphs (3) and (5) of this Section 11.8, or (iii) by way of assignment of a security interest subject to the restrictions of paragraph (4) of this Section 11.8 (and any other attempted assignment or transfer by any party hereto shall continue be null and void). (7) A Participant shall not be entitled to receive any greater payment under Section 2.7 or 2.10 than the applicable Lender would have been entitled to receive with respect to the benefit participation sold to such Participant, unless the sale of all indemnities hereunder following the participation to such assignmentParticipant is made with MAC’s prior written consent.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, the Agent, Agent and the Swingline Lender and each Issuing LenderBank, which consents consent of the Borrower shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of the Borrower Borrower, the Agent or the Issuing Bank shall be required either in connection with any assignment and delegation by a Lender Bank to (x) an Eligible Assignee that is a Lender an Affiliate of such Lender Bank or at any time that an Event of Default shall exist(y) another Bank (each an "“Assignee"”)) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Agent and the Agent Issuing Bank may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrower, the Agent and the Agent Issuing Bank by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Borrower, the Agent and the Agent Issuing Bank an Assignment and Acceptance in the form of Exhibit L E ("an “Assignment and Acceptance"); ”) and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,5004,000; and provided, still further, that any assignment hereunder must include an equal percentage each Bank’s Pro Rata Share shall be the same in each type of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and the requirements Borrower, the Agent and the Issuing Bank have provided their consent with respect to) an executed Assignment and Acceptance and payment of paragraph (a) above are satisfiedthe 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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 Documents (and, in the contrary notwithstanding, any Lender assigning case of an Assignment and Acceptance covering all of its Loans, Commitments and other the assigning Bank’s rights and obligations hereunder under this Agreement, such Bank shall cease to an Assignee be a party hereto but shall continue to have be entitled to the benefits of Sections 4.1, 443, 44A, 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 Agent that it has received an executed Assignment and Acceptance and payment of the processing fee (and provided, that the Borrower consents to such assignment in accordance with Section 12.9(a)), the Borrower shall, if requested by the Assignee or the assignor Bank thereunder, execute and deliver to the Agent new Notes evidencing such Assignee’s assigned Loans and 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 payment of the processing fee payment under the Assignment and Acceptance 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 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 Borrower, the Agent, the Issuing Bank and the other Banks 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. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank 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 Bank will not, without the consent 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 indemnities amounts payable by the Borrower hereunder following shall be determined as if such assignmentBank 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. (f) Nothing contained in this Agreement shall prevent a Bank from pledging its interest in its Loans to a Federal Reserve Bank in the Federal Reserve System of the United States in accordance with 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 Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, Parent (which consents consent shall not be unreasonably withheldwithheld or delayed and shall not be required during the existence of an Event of Default) and the Administrative Agent (which consent shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Parent or the Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Committed Loans, Revolving Commitment and Term Commitment 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 amount of such Lender's Commitment); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its the Assignee shall have delivered to the Borrower Parent and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L J ("Assignment and Acceptance"); ) and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor such Lender or the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received and provided its consent (and, to the requirements extent required, received the consent of paragraph (athe Parent) above are satisfiedwith 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five Business Days after the effectiveness of any assignment pursuant to subsection 12.8(a) to an Assignee which was not previously a Lender hereunder, the Borrowers shall, if requested by such Assignee, execute and deliver to the contrary notwithstandingAdministrative Agent new Notes in favor of such Assignee (and, if the assignor Lender is no longer a party hereto, such assignor Lender shall promptly deliver to the Borrowers the Notes issued to such assignor Lender, marked to show that such Notes are no longer effective). Immediately upon the effectiveness of any 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/or the resulting adjustment of the Commitments arising therefrom. (d) Any Lender may at any time, with notice to the Parent (except that no notice shall be required in connection with the sale of a participating interest in a Bid Loan), sell to one or more commercial banks or other Persons not Affiliates of the Borrowers (a "Participant") participating interests, in whole or in part, in any Loans, the Commitment of such Lender and the other interests of such Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers, each Issuing Lender, the Swing Line Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which a 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 12. 1. 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 Lender hereunder (provided that no Participant shall be entitled to any greater amount pursuant to such Sections than the originating Lender would have been entitled to receive if no such participation had been sold). (e) Notwithstanding any other provision in this Agreement, any Lender assigning may at any time create a security interest in, or pledge, all or any portion of its Loansrights 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 Section 203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment Notes and the other interests, rights and obligations of such Lender hereunder. In the event of a partial assignment (other than to another Lender or an Affiliate of a Lender), such assignment shall be in a minimum amount of not less than $1,000,000 or such Lender's entire Proportionate Share, in each case, unless otherwise agreed in writing by the Borrowers and the Agent; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) five (5) Business Days' prior written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit L H ("Assignment and Acceptance"), for acceptance and for recording by the Agent in the Register, together with any Note subject to such assignment; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500; 4,000, and provided(iv) the parties to each such assignment shall have agreed to reimburse the Agent for all fees, still furthercosts and expenses (including, that any assignment hereunder must include an equal percentage without limitation, the reasonable fees and out-of-pocket expenses of counsel for the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term LoansAgent) incurred by the Agent in connection with such assignment. (b) From and after the date that the Agent notifies the assignor assigning Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Transaction Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Transaction 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 Transaction Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto (but shall continue to be entitled to any Interest and other Obligations accrued for its account hereunder, not so assigned and not yet paid)). (c) Within five (5) Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Borrowers shall execute and deliver to the contrary notwithstandingAgent, a new Note evidencing such Assignee's assigned Proportionate Share of the related Loans and, if the assignor Lender has retained a portion thereof, a replacement Note in the principal amount of the Proportionate Share of the Loans retained by the assignor Lender (such Note to be in exchange for, but not in payment of, the Note held by such Lender). 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 adjustment of the Proportionate Share of the Loans. (d) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assignor Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that the outstanding balances of its Loan, without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto; (iii) such Assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such Assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.07 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such Assignee will independently and without reliance upon the Administrative Agent, such assignor Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such Assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (e) Any Lender may at any time sell to one or more commercial banks or other Persons not affiliates of a Credit Party (a "Participant") participating interests in the Loans and the other interests of that Lender (the "Originating Lender") hereunder and under the other Transaction Documents; provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Credit Parties and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Transaction Documents, (iv) such Participant shall be entitled to the benefit of the provisions contained in Section 2.13 limited, as to each Participant, to the amount the selling Lender could claim and (v) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Transaction Documents other than those that pursuant to the terms of this Agreement require the consent of the affected Lender. (f) Each Lender agrees to maintain the confidentiality of all information identified as "confidential" by the Borrowers and provided to it by the Borrowers, or by the Agent on the behalf of the Borrowers, in connection with this Agreement or any other Transaction Document, and neither it nor any of its Affiliates shall use 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 (i) was or becomes generally available to the public other than as a result of a disclosure by the Lender, or (ii) was or becomes available on a non-confidential basis from a source other than a Credit Party or one of its affiliates; 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 law or requirement of law; and (D) to such Lender's independent auditors and other professional advisors. Notwithstanding the foregoing, each Borrower authorizes each Lender to disclose to any Participant or Assignee and to any prospective Participant or Assignee, such financial and other information in such Lender's possession concerning a Borrower or a Subsidiary Guarantor which has been delivered to the Agent or the Lenders pursuant to this Agreement or which has been delivered to the Agent or the Lenders by a Borrower or the Guarantor in connection with the Lenders' credit evaluation of a Borrower and/or the Guarantor prior to entering into this Agreement, provided that such participant or assignee (or prospective participant or assignee) agrees in writing to be bound by a confidentiality agreement similar to the provisions of this Section 10.11(e). (g) Notwithstanding any other provision contained in this Agreement or any other Transaction Document to the contrary, any Lender assigning may assign all or any portion of its LoansProportionate Share of the Notes held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, Commitments provided that each such assignment shall be made in accordance with applicable law and other rights and no such assignment shall release a Lender from any of its obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmenthereunder.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Borrowers (at all times other than during the Agent, existence of an Event of Default in which event the Swingline Lender Borrowers' consent shall not be required) and the Agent (and written notice to each Issuing other Lender), which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Borrowers or the Agent shall be required either in connection with any assignment and delegation by a any Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, all of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunderhereunder or any ratable part thereof, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to (i) the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) 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 Borrower Borrowers and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit L EXHIBIT F ("Assignment and Acceptance")) together with any Note or Notes subject to such assignment; and (iiiC) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,5003,000; and provided, still further, provided that no processing fee shall be charged for any assignment hereunder must include an equal percentage of to a Lender or a Lender Affiliate, and further provided that the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term LoansBorrowers shall not be required to pay any fees or costs in connection with such assignment. (b) From and after the date that the Agent notifies the assignor assigning Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five (5) Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Borrowers shall execute and deliver to the contrary notwithstandingAgent new Notes on the same terms and conditions as the original Notes evidencing such Assignee's assigned Loans and Commitments and, if the assignor Lender has retained a portion of its Loans and its Commitments, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). 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 Commitments allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrowers (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Documents, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clauses (a), (c) and (d) of the first proviso to SECTION 12. 1. In the case of any such participation, the Participant shall be entitled to the benefit of SECTIONS 3.1, 3.3, 3.5, 3.6, 12.1 (but solely with respect to those matters set forth in clauses (a), (c) and (d) thereof requiring the consent of all Lenders), and 12.5 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set- off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interests were owing directly to it as a 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" by the Borrowers and provided to it by the Borrowers, or by the Agent on the Borrowers' behalf, in connection with this Agreement or any other Loan Document, and neither it nor any of its Affiliates shall use 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 (i) was or becomes generally available to the public other than as a result of a disclosure by the Lender, or (ii) was or becomes available on a non- confidential basis from a source other than the Borrowers, provided that such source is not bound by a confidentiality agreement with the Borrowers 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; and (D) to such Lender's independent auditors and other professional advisors, provided that such auditors and professional advisors shall be required to similarly protect the confidentiality of such information. Notwithstanding the foregoing, the Borrowers authorize each Lender to disclose to any Participant or Assignee (each, a "Transferee") and to any prospective Transferee, such financial and other information in such Lender's possession concerning the Borrower which has been delivered to the Agent or the Lenders pursuant to this Agreement or which has been delivered to the Agent or the Lenders by the Borrowers in connection with the Lenders' credit evaluation of the Borrowers prior to entering into this Agreement; provided that, unless otherwise agreed by the Borrowers, such Transferee agrees in writing to such Lender to keep such information confidential to the same extent required of the Lenders hereunder. (f) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of the Loans or Notes held by it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Loans or Notes made by the Borrowers to or for the account of the assigning all or pledging Bank in accordance with the terms of its Loans, Commitments and other rights and this Agreement shall satisfy the Borrowers' obligations hereunder in respect to an Assignee such assigned Loans or Notes to the extent of such payment. No such assignment shall continue to have release the benefit of all indemnities hereunder following such assignmentassigning Bank from its obligations hereunder.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, Company (which consents consent shall not be unreasonably withheld) at all times other than during the existence of an Event of Default, the Agent and the Issuing Bank, if applicable, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company, the Agent or the Issuing Bank, if applicable, shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. . (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder; , provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given provided to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L C ("Assignment and Acceptance"); and (iii) in the case of together with any assignment Note or Notes subject to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loanssuch assignment. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph it has received (aand provided its consent with respect to) above are satisfied, an executed Assignment and Acceptance (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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance, the Borrower shall execute and deliver to the contrary notwithstandingAgent, any new Notes evidencing such Assignee's assigned Loans and, if the assignor Lender assigning all has retained a portion of its Loans, Commitments replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Immediately upon each Assignee's execution and other rights proper delivery of the Assignment and obligations hereunder Acceptance, this Agreement shall be deemed to an Assignee shall continue be amended to have the benefit extent, but only to the extent, necessary to reflect the addition of all indemnities hereunder following such assignmentthe Assignee.

Assignments, Participations, etc. (a1) Any Lender may, with With the prior written consent of the BorrowerAdministrative Agent and, the Agentbut only if there has not occurred and is continuing an Event of Default or Potential Default, the Swingline Lender and MAC, in each Issuing Lender, which case such consents shall not to be unreasonably withheldwithheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that (i) no written consent of MAC or the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at to another Lender or its Affiliate and (ii) MAC shall be deemed to have consented to any time that an Event of Default such assignment and delegation unless it shall existhave objected thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof) (each an "“Assignee"”) allall or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or any ratable part of all, of such lesser amount as agreed by the Loans, Administrative Agent; and (B) if such Lender’s Commitment (or Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunderLoan Credit Exposure) is less than $5 million, one hundred percent (100%) thereof); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedMAC, still further, that the Borrower, the Issuing LendersLender, the Swingline Swing Line Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent by such Lender and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 11.8(1)(B); (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); Agreement and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (bA) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the requirements of paragraph (a) above are satisfied, 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 Lender under the Loan Documents, and (ii) the assignor 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 (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (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 resulting therefrom. (B) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until receipt by Administrative Agent of a fully executed Assignment and Acceptance Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.8(1). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment and Acceptance Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (2) 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 Revolving Commitment and/or new Note evidencing such Assignee’s portion of each Series of the Term Loans. (3) Any Lender may at any time, without notice to or the consent of any other Person, sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “Originating Lender”); provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents. Anything herein In the case of any such participation, the Participant shall be entitled to the contrary notwithstandingbenefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above), and the benefits of Section 2.10 (subject to the requirements and limitations therein, including the requirements under Section 2.10(6) (it being understood that the documentation required under Section 2.10(6) shall be delivered to the participating Lender)) as though it were also a Lender thereunder, 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 Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments and other rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Bank or other central bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank or other central bank, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance 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. (5) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (6) No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee assignee in accordance with the provisions of paragraph (1) of this Section 11.8, (ii) by way of participation in accordance with the provisions of paragraphs (3) and (5) of this Section 11.8, or (iii) by way of assignment of a security interest subject to the restrictions of paragraph (4) of this Section 11.8 (and any other attempted assignment or transfer by any party hereto shall continue to have the benefit of all indemnities hereunder following such assignmentbe null and void).

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, A Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") allwith the written consent of the Borrower (other than during the existence of an Event of Default) and of the Agent (at all times), which consent shall not be unreasonably withheld (provided that no written consent shall be required for an Eligible Assignee that is an Affiliate of such assignor Bank) all or any ratable part of all, its Pro Rata Share of the Loans, Revolving Commitment and Term Commitment Line of Credit and the other rights and obligations of such Lender hereunderassignor Bank hereunder with respect to the Committed Loans and the Line of Credit (excluding, however, its interest in any outstanding Bid Loans), in a minimum amount (with respect to such Bank's Commitment) of $5,000,000; provided, however, that any no such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal permitted if the effect thereof is to cause the lesser of $5,000,000 or the full amount remaining Commitment of the assignor LenderBank to be less than $15,000,000, and no assignment may be made of any outstanding Committed Loan except in connection with an assignment of a corresponding proportional share of the assignor Bank's Commitment; . However, such assignment shall be conditioned on, and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until assignor Bank until, (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to substantially in the Assignee, form of the attached Exhibit A shall have been given to the Borrower and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Agent and the Agent Borrower an Assignment and Acceptance Assumption Agreement substantially in the form of the attached Exhibit L B ("Assignment and AcceptanceAssumption Agreement") (together with any Note(s) subject to such assignment); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans5,000. (b) From and after the date that the Agent notifies the assignor Lender Bank that the all conditions and requirements of paragraph (a) above are satisfiedthe assignment have been met, then to the extent that rights and obligations hereunder have been assigned (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 the Co-Lender Agreement, (ii) the assignor Bank shall relinquish such assigned rights and be released from such assigned obligations under the Loan Documents, (iii) this Agreement shall be deemed to be amended to the extent necessary to reflect the addition of the Assignee and the resulting adjustment of the Pro Rata Shares of the Loan arising therefrom, and (iv) the Pro Rata Share allocated to an Assignee shall reduce the Pro Rata Share of the assigning Bank. (c) A Bank or Designated Bid Lender (the "originating Lender") may sell to one or more Persons not Affiliates of the Borrower (a "Participant") participating interests in the Line of Credit or in any Bid Loans made by the originating Lender; provided that (i) the originating Lender's obligations under the Loan Documents and the Co-Lender Agreement shall remain unchanged, (ii) the assignor originating Lender shallshall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender (or, in the case of a Designated Bid Lender, its Designating Bank) in connection with the Advances and Loan Documents, (iv) (A) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment, consent or waiver with respect to any Loan Document, except (1) in the case of a participation that includes an interest in the originating Lender's Commitment, to the extent such amendment, consent or waiver would require unanimous consent of the Banks under Section 7(a) of the Co-Lender Agreement, or (2) in the case of a participation that is limited to an interest in one or more Bid Loans, to the extent such amendment, consent or waiver would take effect while such Bid Loan(s) remained outstanding and would require the unanimous consent of the Banks under any of the following clauses of Section 7(a) of the Co-Lender Agreement: clause (ii), to the extent that the proposed action would affect Bid Loans or any amount payable with respect to Bid Loans; clause (iii), to the extent that the proposed action would affect any amount payable in connection with Bid Loans; clause (iv); clause (v); and clause (vi); and (B) no Designated Bid Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment, consent or waiver with respect to any Loan Document greater that the lesser of (1) such rights of approval as may have been granted to such Designated Bid Lender in connection with its entry into the relevant Designation Agreement, or (2) as described in Section 7(e)(i) as being permitted to Designated Bid Lenders, (v) with respect to the sale of participating interests in the Line of Credit (it being understood that the limitations of this clause (v) shall not apply with respect to the sale of a participating interest in all or any portion of a Bid Loan), each participating interest in a Bank's Commitment shall be in a minimum amount of $5,000,000, and obligations hereunder and no such participation shall be permitted if the non-participated interest of the originating Lender in its Commitment would thereafter be less than $15,000,000. A Participant shall not have any rights under the Loan Documents or the Co-Lender Agreement, and all amounts payable by the Borrower hereunder shall be determined as if the originating Lender had not sold such participation. (d) Notwithstanding any other provision of this Agreement, any other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish Document or the Co-Lender Agreement: (i) a Bank or Designated Bid Lender may pledge its rights and be released from its interest in the Borrower's obligations under the Loan Documents. Anything herein Documents in favor of any Federal Reserve Bank in accordance with Federal law; and (ii) a Designated Bid Lender may pledge its interest in the Borrower's obligations under the Loan Documents in respect of any Bid Loan in favor of any Liquidity Provider qualifying as such with respect to the contrary notwithstandingBid Loan so pledged. (i) Any Bank may at any time, with the prior written consent of the Borrower and the Agent, which consent shall not be unreasonably withheld, designate one Designated Bid Lender to fund Bid Loans on behalf of such Designating Bank subject to the terms of this Section 16(e), and the provisions of Sections 16(a), (b) and (c) shall not apply to such designation, EXCEPT THAT no Designating Bank shall enter into any agreement under which its Designated Bid Lender assigning all has rights to approve any amendment, consent or waiver with respect to any Loan Document, except to the extent such amendment, consent or waiver would amend any right of its Designated Bid Lenders or would require the unanimous consent of the Banks under any of the following clauses of Section 7(a) of the Co-Lender Agreement: clause (ii), to the extent that the proposed action would affect Bid Loans or any amount payable with respect to Bid Loans; clause (iii), Commitments to the extent that the proposed action would affect any amount payable in connection with Bid Loans; clause (iv); clause (v), if the proposed action would take effect while any Bid Loans made by such Designated Bid Lender were outstanding; and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.clause

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Agent and the Agent, the Swingline Lender and each Issuing Lender, Borrower which consents shall not be unreasonably withheld, conditioned or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to of the lesser of $5,000,000 or the full entire amount of the assignor Commitment of such Lender's Commitment; and provided, still furtherhowever, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L I ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From Subject to the conditions set forth in Section 12.8(a), from and after the date that the Agent notifies the assignor Lender that the requirements of paragraph it has received (aand provided its consent with respect to) above are satisfiedan executed Assignment and Acceptance, (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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Subject to the contrary notwithstandingconditions set forth in Section 12.8(a), within five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and Acceptance, the Borrower shall execute and deliver to the Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). 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 Lender pro tanto. --------- (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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 12. 1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3 and 12.5 as though it were also a Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender assigning 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 C.F.R. (S) 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (f) The Borrower agrees to actively assist and cooperate with U. S. Bank in the initial syndication of the Loans, Commitments including assistance in the preparation and other rights review of information and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentparticipation in one or more meetings with prospective lenders.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, Agent and the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitment, 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, all of such Lender's remaining rights and obligations hereunder); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the BorrowerCompany, the Issuing Lenders, the Swingline Lender Agent and the Agent Issuing Lender may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; (ii) such Lender and its the Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L H ("Assignment and Acceptance"); ) together with any Note subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that it has provided its consent, and received the requirements consent of paragraph (a) above are satisfiedthe Issuing Lender, 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.assignor

Assignments, Participations, etc. (a) Any Lender may, with prior written notice (acknowledged in the written consent manner provided in Section 9.13(b)) to the Administrative Agent and (so long as there is no Default or Event of Default that has occurred and is continuing) in consultation with the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees commercial banks or other financial institutions (provided that no written consent of such consultation with the Borrower shall be required either in connection with any assignment and delegation by a Lender to a commercial bank or other financial institution which is an Eligible Assignee that is a Lender Affiliate of such Lender or at any time to another Lender) (or to another Person, with the prior written consent of the Borrower (acting in its sole discretion), provided, however, that (i) in the event a Default or an Event of Default has occurred and is continuing, such consent of the Borrower shall existnot be required and (ii) in the event the Borrower fails to notify such Lender of its decision within 15 days from the date such notice of assignment has been given to the Borrower, such consent of the Borrower shall no longer be required) (each each, an "“Assignee"”) all, all or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment any Loan and the other rights and obligations of such Lender hereunderhereunder and under the other Financing Documents; provided, however, that any (A) each such assignment to an Eligible Assignee which is not by a Lender of its Loans or its Commitment shall be made in such a minimum amount equal manner so that the same portion of such Lender’s (and of such Lender’s Affiliate’s) Loans, Commitment and any rights and obligations it may have under any Required Hedging Agreement to which such Lender (or any Affiliate of such Lender) is a party, is assigned to the lesser Assignee (or, in the case of such Required Hedging Agreement, the Assignee or an Affiliate of such Assignee); (B) in the case of an assignment of any part of a Loan to any Assignee, such assignment shall not be for an amount less than $10,000,000 (or a higher integral multiple of $5,000,000 1,000,000 in excess thereof) in each instance; provided that, in the event that the Borrower objects to a proposed assignee and provided there is no Default or Event of Default that has occurred and is continuing, the full amount of assigning Lender shall consider in good faith such objection and if the assignor Borrower identifies an alternative bank or other financial institution assignee willing to enter into such assignment on terms which are, for the Lender's Commitment, no less favorable than those proposed by the assignee proposed by the Lender, the Lender shall not unreasonably withhold its agreement to assign instead to such bank or other financial institution identified by the Borrower; and provided, still further, that (C) the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent Agents may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such assigning Lender and the Assignee; , (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor 2)the assigning Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; , and provided(3) the assigning Lender shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit F hereto (an “Assignment and Acceptance”) with respect to such assignment from the assigning Lender. Notwithstanding anything to the contrary contained herein, still furtherthe Borrower shall not be obligated to pay to any Lender any amount under Sections 2.9, 2.10, 2.11 and 2.12 that is greater than the amount that the Borrower would have been obligated to pay such Lender’s assignor if such assigning Lender had not assigned to such Lender any of its rights under this Agreement, unless at the time such assignment hereunder must include an equal percentage of is made the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loanscircumstances giving rise to such greater payments did not exist. (b) From Subject to Section 8.10, from and after the date that the Administrative Agent notifies the assignor assigning Lender and the Borrower that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 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 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 Loan Financing Documents. Anything herein to the contrary notwithstanding, ; provided that any Lender assigning that assigns all of its Loans, Commitments Commitment and other rights and obligations Loans hereunder to an Assignee in accordance with Section 9.13(a) shall continue to have the benefit of indemnification provisions under this Agreement (including Sections 2.11, 2.13, 2.14, 9.1 and 9.2), which shall survive as to such assigning Lender. (c) Promptly after its receipt of notice from the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, upon the request of the Assignee, the Borrower shall execute and deliver to the Administrative Agent a new Note evidencing the Assignee’s assigned Commitment and Loans and, upon the request of the assigning Lender, if the assigning Lender has retained a portion of its Loans, the Borrower shall execute and deliver to the Administrative Agent replacement Notes reflecting the Commitment and the principal amount of the Loans retained by the assigning Lender (such Notes to be in exchange for, but not in payment of, the Notes, if any, held by such Lender). The Administrative Agent shall retain any new Notes and replacement Notes received from the Borrower and deliver such Notes to the Assignee and the assigning Lender (as applicable) only upon delivery of the original Note related thereto to the Borrower for cancellation. (d) Any Lender (the “originating Lender”) may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii)the originating Lender shall remain solely responsible for the performance of such obligations, (iii)the Borrower and the Agents shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Financing Documents, and (iv)no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Transaction Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in Section 9.12. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other 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 indemnities amounts payable by the Borrower hereunder following shall be determined as if such assignmentLender had not sold such participation. (e) Notwithstanding any other provision contained in this Agreement or any other Transaction Document to the contrary, any Lender may assign all or any portion of the Loans held by it as collateral security to any United States Federal Reserve Bank, the European Central Bank (if such Lender is incorporated in the jurisdiction which is a member of the European Union) or any other federal reserve or central bank in the jurisdiction of such Lender, provided that any payment in respect of such assigned Loans or Notes made by the Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned Loans to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.

Assignments, Participations, etc. (a) Any Each Lender may, with without the written consent of the Borrower, but with prior notice to the Administrative Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at sell or assign any time assign and delegate to one or more Eligible Assignees (provided that no written consent part of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate Loan of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment and the other rights and obligations of such Lender hereunder; provided, however, that to any such Person or any assignee thereof (an "Assignee") unless the sale or assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; Loan and providedsuch other rights and obligations of such Lender would reasonably put the business of the Borrower at a competitive disadvantage, still further, that then such sale or assignment shall require the consent of the Borrower, the Issuing Lenders, the Swingline . The assigning Lender and the Agent may continue to deal solely Assignee shall enter into an assignment agreement, in form and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect substance satisfactory to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); , with respect to the sale or assignment of the Loan to be assigned and, subject to paragraphs (e) and (iiif) in the case of any assignment to an Assignee which is not already a Lenderthis Section 9.11, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount upon execution and delivery of $3,500; such Assignment and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfiedAcceptance, (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 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 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 Acceptanceassignment agreement, relinquish its rights and be released from its obligations under the Loan Financing Documents. Anything herein . (b) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement and such Lender's Note; provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the contrary notwithstandingother parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Note or any fees or other amounts payable hereunder, or release of all or substantially all of the Collateral, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (c) A Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.11, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided, that prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender. (d) Notwithstanding any other provision contained in this Agreement or any other Financing Document to the contrary, any Lender may assign all or any portion of the Loan held by it as collateral security, provided that any payment in respect of such assigned Loan or Note made by the Borrower to or for the account of the assigning all or pledging Lender in accordance with the terms of its Loans, Commitments and other rights and this Agreement shall satisfy the Borrower's obligations hereunder in respect to such assigned Loan or Note to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder. (e) The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for purposes of this Section 9.11, to maintain a register (the "Register") on which it will record the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower's obligations in respect of such Loans. With respect to any Lender, the transfer of the rights to the principal of, and interest on, any Loan shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Loans and prior to such recordation all amounts owing to the transferor with respect to such Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Acceptance pursuant to Section 9.11 (a) The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 9.11(e). (f) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in any case where the consent of the Borrower is required by this Section, by the Borrower) together with payment to the Administrative Agent of a registration and processing fee of $3,500, the Administrative Agent shall continue (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to have the benefit Borrower. On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the Note of all indemnities hereunder following the assigning Lender) a new Note to the order of such assignmentAssignee in an amount equal to the Loan acquired by it pursuant to such Assignment and Acceptance and, if such assigning Lender has retained a Loan, a new Note to the order of such assigning Lender in an amount equal to the Loan retained by it hereunder.

Assignments, Participations, etc. [(a) Any Lender maySubject to first obtaining any prior approvals set forth in Section 11.11[(b) and otherwise complying with this Section 11.11, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time Financing Party may assign and delegate to one or NEWYORK 8115155 (2K) 98 more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, all or any ratable part of allany Loan, Commitment, Specified Letter of the LoansCredit, Revolving Commitment and Term Commitment TALC Percentage or TALC Participating Amount and the other rights and obligations of such Lender hereunderor Issuing Bank hereunder and under the other Financing Documents; provided, however, that any (A) each such assignment by a Lender of Construction Loans, Construction Notes, and Construction Loan Commitments shall only be assigned contemporaneously with a corresponding portion of Term Loan Commitments; (B) in the case of an assignment of any part of a Loan or Commitment to any Eligible Assignee, such assignment shall not be for an amount less than (x) $1,000,000 in respect of any Eligible Assignee which that is a Financing Party prior to giving effect to such assignment or (y) $5,000,000 in respect of any Eligible Assignee that is not a Lender shall be Financing Party prior to giving effect to such assignment, (or a higher integral multiple of 1,000,000 in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitmentexcess thereof) in each instance; and provided, still further, that (C) the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Administrative Agent may continue to deal solely and directly with such the assigning Lender or Issuing Bank in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Eligible Assignee, shall have been given to the Borrower and the Administrative Agent by such assigning Lender or Issuing Bank and the Eligible Assignee; , (ii2) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a assigning Lender, the assignor Lender Issuing Bank or Eligible Assignee has paid to the Administrative Agent a processing fee in the amount of $3,5003,500 and (3) the assigning Lender or Issuing Bank shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit 13 hereto (an “Assignment and Acceptance”) with respect to such assignment from the assigning Lender or Issuing Bank; and provided, still further, that any assignment hereunder must include that, if the Eligible Assignee is an equal percentage Affiliated Lender, then (A) such Affiliated Lender (whether as a direct purchaser of the assignor Lender's Revolving CommitmentLoans or as the ultimate purchaser of the Loans through a broker or other intermediary) shall ensure that its identity as an Affiliate of the Borrower is known to the assigning Lender and the Administrative Agent and (B) at the time of such assignment and after giving effect thereto, Term Commitment, Revolving Loans, Letter no Default or Event of Credit Obligations Default shall have occurred and Term Loans. be continuing. [(b) From Prior to making any assignment of Loan, Commitment, Specified Letter of Credit, TALC Percentage or TALC Participating Amount hereunder, the assigning Lender or Issuing Bank (or the Borrower if the Borrower is proceeding in accordance with Section 3.26) shall obtain the written consent of (i) the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) except upon the occurrence and continuance of a Default or Event of Default, the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (iii) if constituting an assignment of a TALC Percentage or a TALC Participating Amount, the TALC Issuing Bank (which consent may be granted or withheld in the TALC Issuing Bank’s sole discretion); provided, that no written consent of the Administrative Agent or Borrower shall be required in connection with any such assignment by a Lender to (i) an Eligible Assignee that is an Affiliate of such Lender or (ii) to another Lender that is an Eligible Assignee. [(c) Subject to Section 10.10, from and after the date that the Administrative Agent notifies the assignor assigning Lender and the Borrower that it has received (and, where required in accordance with Section 11.11[(a), provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove‑referenced processing fee, (i) the Eligible Assignee thereunder under such Assignment and Acceptance shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Financing Documents have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender NEWYORK 8115155 (2K) 99 hereunder and under the Loan other Financing Documents, and this Credit Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to effect the addition of the Eligible Assignee, and any reference to the assigning Lender hereunder or under the other Financing Documents shall thereafter refer to such Lender and to the Eligible Assignee to the extent of their respective interests and (ii) the assignor 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 hereunder and under the Loan other Financing Documents. Anything herein to the contrary notwithstanding; provided, that any Lender assigning that assigns all of its Loans, Commitments and other rights and obligations Loans hereunder to an Assignee in accordance with Section 11.11[(a) shall continue to have the benefit of all indemnities hereunder following any indemnification provisions under this Credit Agreement (including Sections 3.10, 3.24, 11.1 and 11.2) and under the other Financing Documents (to the extent having arisen prior to such assignment), which shall survive such assignment as to such assigning Lender. At the time of each assignment pursuant to Section 11.11[(a) to a Person which is not already a Lender hereunder, the relevant Eligible Assignee shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, an Applicable Tax Certificate) described in Section 3.24(b) to the extent such forms would provide a complete exemption from or reduction in United States withholding tax. To the extent that an assignment of all or any portion of a Lender’s Commitments and related outstanding Obligations pursuant to this Section 11.11 would, at the time of such assignment, result in increased costs under Section 3.24 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower, in accordance with and pursuant to the other provisions of this Credit Agreement, shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).

Assignments, Participations, etc. (a) Any Lender may, with the may upon written consent of the BorrowerAdministrative Agent and the Company, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not to be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Administrative Agent or the Company shall be required either in connection with any assignment and delegation by a any Lender to an Eligible Assignee that is a Lender Related Fund or an Affiliate of such Lender or at and provided further that no written consent of the Company shall be required in connection with any time that assignment and delegation by any Lender to any Eligible Assignee if an Event of Default shall existhave occurred and be continuing) (each an "“Assignee"”) all, or any ratable part of allall in a minimum amount of at least $5,000,000 or in $1,000,000 increments in excess thereof, of the Loans, Revolving Commitment Commitments, and Term Commitment and the other rights and obligations of such Lender hereunderhereunder (or such Lender’s entire Pro Rata Share of such Loans, Commitments and other rights and obligations, if less than an aggregate $5,000,000); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L “E” ("“Assignment and Acceptance")”) together with any Note or Notes subject to such assignment; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing and recordation fee in the amount of $3,5003,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and provided, still provided further, however, that any assignment hereunder must include an equal percentage only one such fee shall be payable in the case of the assignor Lender's Revolving Commitmentconcurrent assignments to Persons that, Term Commitmentafter giving effect to such assignments, Revolving Loans, Letter of Credit Obligations and Term Loanswill be Related Funds. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (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, if applicable, it consents to such assignment in accordance with Section 11.8(a), if a Note was issued in respect of the assigned interests, upon the request of the Administrative Agent by the Assignee, the Company shall execute and deliver to the contrary notwithstandingAdministrative Agent a new Note evidencing such Assignee’s assigned Loans and Maximum Loan Amount and, if the assignor Lender has retained a portion of its Loans and its Commitment, a replacement Note, upon the request of the Administrative Agent by the assignor Lender, in the principal amount equal to the Maximum Loan Amount retained by the assignor Lender (such Note to be in exchange for, but not in payment of, the Note held by such Lender). 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 Lenders’ respective Maximum Loan Amounts and Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of the assigning Lender pro tanto. (d) Any 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 Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, the Originating Lender shall remain a Lender for all purposes hereof and the other Loan Documents to which such Originating Lender is a party, and the Participant may not become a Lender for purposes hereof or for any other of the Loan Documents, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents (the Participant’s rights against the Originating Lender in respect of such participation being those set forth in the agreement creating or evidencing such participation with such Lender), and all amounts payable by the Company hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence and continuance of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Each Lender agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided to it by the Company, or by the Administrative Agent on the Company’s behalf, under or in connection with 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 such Lender, or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided, however, that such source is not bound by a confidentiality agreement with the Company known to the Lender; provided further, however, that any Lender may disclose such information (and, in the case of the following subclauses (A) through (D), shall provide promptly written notice of such disclosure to the Company) (A) at the request or pursuant to any requirement of any Governmental Authority to which such 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 Administrative Agent, any Lender assigning 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; (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; and (H) as to any Lender, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed to be party with such Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its Loansrights under and interest in this Agreement and the Note held by it in favor of any Federal Reserve Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Lender may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, and unless an Event of Default shall have occurred and be continuing, with the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheldwritten consent of the Company, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company or the Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, the Revolving Commitment and Term Commitment Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of Five Million Dollars ($5,000,000); provided, however, that no Lender that is a party as of the Date of this Agreement, may assign or delegate any ratable part of its Loans, Revolving Commitments or other rights and obligations hereunder if, after giving effect to any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to or delegation, the lesser sum of $5,000,000 or (i) the full amount then outstanding principal balance of the assignor such Lender's CommitmentTerm Loan plus (ii) such Lender's Revolving Commitment is an amount greater than zero but less than Ten Million Dollars ($10,000,000); and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; (ii) such the assignor Lender and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500), and unless an Event of Default shall have occurred and be continuing, with the written consent of the Company; and provided, still further, that if (i) the assignor Lender or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract and (ii) the assignor Lender shall have assigned all of its interest in the Loans and the Revolving Commitments to an Assignee, then such assignor Lender and all of its Affiliates shall cease to be a Swap Provider and all Swap Contracts entered into by such assignor Lender or any of its Affiliates shall cease to be Specified Swap Contracts for purposes of this Agreement and the other Loan Documents; and provided, further, that notwithstanding anything in this Section 10.08(a) to the contrary, so long as no Event of Default shall have occurred and be continuing, no Lender may assign all or any portion of its interests hereunder to any Assignee if, on the date the assignment hereunder must include an equal percentage is to become effective, a payment made by Agent to such Assignee would be subject to any U.S. withholding tax. Any consent to assignment required of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter Agent or of Credit Obligations and Term Loansthe Company pursuant to this Section 10.08 74 shall not be unreasonably withheld. (b) From and after the date that the Agent notifies the assignor Lender that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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 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 10.08(a)), the Company shall execute and deliver to the Agent, new Notes evidencing such Assignee's assigned Loans and Revolving Commitment and, if the assignor Lender has retained a portion of its Loans and its Revolving Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Anything herein 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 Revolving Commitments arising therefrom. The Revolving Commitment allocated to each Assignee shall reduce such Revolving Commitments of the assigning Lender pro tanto. (d) Any 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 Revolving Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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 10. 01. 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 Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement 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 (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (f) Notwithstanding any provision to the contrary notwithstandingcontained elsewhere in this Agreement, any Lender assigning (a "granting Lender") may from time to time designate a special purpose funding vehicle (an "SPFV") identified as such in writing by the granting Lender to the Agent and the Company, the option to fund all or any part of its Loansany Loan that such granting Lender would otherwise be obligated to fund hereunder; provided, Commitments however, that notwithstanding any such designation, (i) the granting Lender's obligations under this Agreement shall remain unchanged, and other rights the granting Lender shall remain solely responsible for the performance of such obligations, including any failure by an SPFV to fund any Loan, (ii) the Company and obligations hereunder to an Assignee the Agent shall continue to deal solely and directly with the granting Lender and shall deliver all notices, including borrowing notices, and make all payments, including with respect to any Loan or part thereof funded by an SPFV, directly and solely to the granting Lender, (iii) other than the right to receive payment in respect of any Loan or part thereof funded by an SPFV, no SPFV shall have any rights under the benefit Loan Documents, including with respect to increased costs, funding losses in excess of what the granting Lender would have been entitled to if it had funded such Loan, and (iv) the granting Lender shall not grant an SPFV any rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document. Nothing herein shall constitute a commitment by any SPFV to make all or any part of any Loan. The making of a Loan or part thereof by an SPFV hereunder shall utilize the Commitment of the granting Lender to the same extent, and as if, such Loan or part thereof were made by such granting Lender. Each party hereto agrees that no SPFV shall be liable for any indemnity or similar payment obligation under this Agreement or any other Loan Document (all liability for which shall remain with the granting Lender). In furtherance of the foregoing, each party hereto 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 indemnities hereunder following outstanding commercial paper or other senior indebtedness of any SPFV, it will not institute against, or join any other person in instituting against, such assignmentSPFV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything in this Section 10.08(f) to the contrary, any SPFV may (i) with notice to, but without the prior written consent of, the Company and the Agent and without paying any processing fee therefor, assign all or any portion of its interests in any Loans to the granting Lender or assign all or any portion of its interests in any Loan for security purposes to any financial institutions (consented to by the Company and the Agent) providing liquidity and/or credit support to or for the account of such SPFV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis 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 SPFV. As this Section 10.08(f) applies to any particular SPFV, this Section may not be amended without the written consent of such SPFV.

Assignments, Participations, etc. (a) Any Lender --------------------------------- may, with the written consent of the Borrower, Borrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower or the Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the -------- Commitments and the other rights and obligations of such Lender hereunder; , provided, however, that (x) the aggregate principal amount of the Commitment -------- ------- assigned by any such assignment Lender to an Eligible Assignee which is not a someone other than another Lender shall be in a minimum amount equal to the lesser of $5,000,000 (or if less, the full entire Commitment then held by such Lender) and (y) after giving effect to any such assignment by a Lender, the aggregate amount of the assignor Lender's Commitment; Commitments and/or Loans held by such assigning Lender is at least $5,000,000 (unless such Lender has assigned the entire Commitment and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Loans then held by it). The Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) ---------- ------------------------- and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans3,000. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) 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 contrary notwithstandingextent, 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 Lender pro tanto. --- ----- (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a "Participant") ----------- participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under ------------------ the other Loan Documents; provided, however, that (i) the originating Lender's -------- ------- obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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 10. 1. In the ----- ------- ------------ case of any such participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 to the extent the Lender selling such ------------ --- ---- participation would be so entitled as though it were also a Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender assigning may at any time create a security interest in, or pledge, all or any portion of its Loansrights under and interest in this Agreement and any Note held by it in favor of any Federal Reserve Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR (S).203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Agent and the Borrower, the Agent, the Swingline Lender and each Issuing Lender, 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), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and providedBorrower and, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L F ("“Assignment and Acceptance")”) together with any Note or Notes subject to such assignment; and (iiiC) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender and the Borrower that it has received (and the requirements Borrower and the Agent have provided their consent with respect to) an executed Assignment and Acceptance and payment of paragraph (a) above are satisfiedthe 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Within five Business Days after its receipt of notice by the 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 Borrower shall execute and deliver to the contrary notwithstandingAgent, any new Notes evidencing such Assignee’s assigned Loans and Commitment and, if the assignor Lender assigning all has retained a portion of its LoansLoans and its Commitment, Commitments and other rights and obligations hereunder replacement Notes in the principal amount of the Commitment retained by the assignor Lender (such Notes to an Assignee shall continue to have be in exchange for, but not in payment of, the benefit of all indemnities hereunder following such assignment.Notes held by such

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, Company at all times other than during the existence of an Event of Default and the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company or the Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until until: (i) written notice of such assignment, together with payment instructions, addresses assignment (in substantially the form of the Notice of Assignment and related information with respect to the AssigneeAcceptance attached hereto as Exhibit 10.8(i)), shall have been given to the Borrower Company and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance Agreement in substantially the form of Exhibit L 10.8(ii) ("“Assignment and Acceptance"”); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided3,500 (including, still furtherwithout limitation, that in connection with any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansby a Bank to a Bank). (ba) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfied, 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 Lender Bank under the Loan Documents, ; and (ii) the assignor Lender 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 . (b) Within five Business Days after its receipt of notice by the 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 contrary notwithstandingAgent, any Lender assigning all 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 protanto. (c) 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, Commitments 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 Agent shall continue to deal solely and directly with the originating Bank in connection with the originating Bank’s rights and obligations hereunder 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 10.1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 as though it were also a Bank hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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. (d) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all indemnities hereunder following 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 §203.14, and such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required at any time that a Default or an Event of Default exists or in connection with any assignment by a Lender to another Lender or to an Eligible Assignee that is an Affiliate of a Lender or a Related Fund of a Lender), and the Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no written such consent of the Agent or the Borrower shall not be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $1,000,000 (or such lesser amount to which the Agent, in its sole discretion, may agree) or, if less, the entire Commitment or Loan(s) of such Lender; provided, however, that any such assignment to an Eligible Assignee of the Swing Line Commitment and Swing Line Loans thereunder (x) shall require the prior written consent of Agent which is not a Lender may be granted or withheld in its sole discretion and (y) shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's CommitmentSwing Line Commitment and outstanding Swing Line Loans at such time; provided, further, however, that in no event shall more than one Lender hold the Swing Line Commitment and Swing Line Loans at any time; and provided, still further, however, in all instances, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until until: (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; ; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L and substance reasonably satisfactory to Agent, such Lender and its Assignee ("an “Assignment and Acceptance"”); and and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still furtherprovided no processing fee shall be required to be paid in connection with an assignment by a Lender to an Eligible Assignee that is an Affiliate of such Lender. No less frequently than once every fiscal quarter, Agent shall notify Swing Line Lender of any assignments made to an entity that any assignment hereunder must include an equal percentage of the assignor was not previously a Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From Subject to the provisions of subsection 9.8(f) below, from and after the date that the Agent notifies the assignor Lender that the requirements Agent has received and provided its consent with respect to an executed Assignment and Acceptance and payment of paragraph (a) above are satisfied, 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 Lender under this Agreement and the other Loan Documents, and ; and (ii) the assignor 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. Anything herein . (c) Subject to the contrary notwithstandingprovisions of subsection 9.8(f) below, immediately upon the making of the processing fee payment to the Agent in respect of 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 Commitment of the assigning Lender to the same extent. (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that: (i) the Originating Lender’s obligations under this Agreement shall remain unchanged; (ii) the Originating Lender shall remain solely responsible for the performance of such obligations; (iii) the Borrower and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iv) no Lender shall transfer or grant any participating interest under which the Participant 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 subsection 9.1(a). 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 Borrower hereunder shall be determined as if such Lender had not sold such participation. (e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may (i) assign all or any portion of the 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, (ii) in the case of any Lender that is a fund, trust or similar entity, assign or pledge all or any portion of the Loans held by it (and Notes evidencing such Loans) to the trustee under any indenture to which such Lender is a party in support of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the trustee for the benefit of the applicable trust beneficiaries, or (iii) pledge all indemnities or any portion of the Loans held by it (and Notes evidencing such Loans) to its lenders for collateral security purposes, provided that any payment in respect of such assigned Loans made by the Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder following in respect to such assignmentassigned or pledged Loans to the extent of such payment. No such assignment or pledge shall release the assigning Lender from its obligations hereunder. (f) The Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of demonstrable error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Commitments, Loans and any Notes evidencing such Loans recorded therein for all purposes of this Agreement. Any assignment of any Commitment and/or Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. Any assignment or transfer of all or part of a Commitment and/or Loan evidenced by a Note shall be registered on the Register only upon a surrender or registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated assignee and, if applicable, assignor, and the old Notes shall be returned by the Agent to the Borrower marked “cancelled”. The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Commitments and Loans) at any reasonable time and from time to time upon reasonable prior notice.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent all or a portion of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment and the other its rights and obligations under this Agreement (including all or a portion of such Lender hereunderits Revolving Commitment, Incremental Revolving Commitment (if any) and the Loans (including for purposes of this subsection (a), participations in Letter of Credit Obligations) at the time owing to it); provided, however, that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank's Commitment and the Loans at the time owing to it, after giving effect to any such assignment no Bank, Affiliate of a Bank or an Approved Fund with respect to a Bank shall hold Nexstar Loans and Loans hereunder aggregating less than $10,000, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date; (ii) each such assignment of Loans hereunder must be consummated simultaneously with an assignment among the same parties of a corresponding percentage of the corresponding Class of Nexstar Loans and/or commitments (as applicable) under the Nexstar Credit Agreement in accordance with the terms of the Nexstar Credit Agreement; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iv) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Bank unless the Person that is the proposed assignee is itself a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee which is not Assignee); and (v) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a Lender processing and recordation fee in the amount of $3,500; provided that with respect to any assignment between a Bank and an Affiliate of such Bank or an Approved Fund of such Bank, such processing and recordation fee shall be in a minimum the amount equal of $1,500. Only one such fee shall be payable with respect to the lesser assignment of $5,000,000 Loans hereunder and the simultaneous assignment among the same parties of a corresponding percentage of the corresponding Class of Nexstar Loans and/or commitments (as applicable) under the Nexstar Credit Agreement. The Borrower, the Issuing Bank and the Administrative Agent hereby grant the consent required by the immediately preceding sentence with respect to any assignment that any Bank may from time to time make to any Affiliate of a Bank or any Approved Fund or any assignment that any Bank may from time to make to any other Bank or any Affiliate of a Bank or any Approved Fund provided that the Borrower and the Administrative Agent are each given at least three (3) Business Days written notice prior to the effective date of such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, 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, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 4.01, 4.03, 4.04, 12.04 and 12.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank 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 Bank 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 Borrower, shall maintain at the Administrative Agent's Payment Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans and Letter of Credit Obligations owing to, each Bank 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 Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (c) Any Bank may at any time, without the consent of, or notice to, the Borrower or the full amount Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the assignor LenderBorrower's CommitmentAffiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Bank's rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans (including such Bank's participations in Letter of Credit Obligations) owing to it); and provided, still furtherhowever, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Issuing Lenders, the Swingline Lender Bank and the Administrative Agent may and the other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Bank's rights and obligations under this Agreement and the interest so assigned other Loan Documents. Any agreement or instrument pursuant to an Assignee until which a Bank sells such a participation shall provide that such Bank 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 Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clause (i), subsections (B), (D) written notice and (I) of the first proviso to Section 12.01 that directly affects such assignmentParticipant. Subject to subsection (e) of this Section, together with the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.03 and 4.04 to the same extent as if it were a Bank and had acquired its interest by assignment pursuant to subsection (d) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.09 as though it were a Bank, provided such Participant agrees to be subject to Section 4.04(f) as though it were a Bank. (d) A Participant shall not be entitled to receive any greater payment instructions, addresses and related information under any provision of this Agreement than the applicable Bank would have been entitled to receive with respect to the Assigneeparticipation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant which is organized under the laws of a jurisdiction outside the United States shall have been given not be entitled to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to benefits of Section 4.01 unless the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage notified of the assignor Lender's Revolving Commitmentparticipation sold to such Participant and such Participant agrees, Term Commitmentfor the benefit of the Borrower, Revolving Loans, Letter of Credit Obligations and Term Loansto comply with Section 4.04(f) as though it were a Bank. (be) From and after the date Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that the Agent notifies the assignor Lender that the requirements no such pledge or assignment shall release such Bank from any of paragraph (a) above are satisfied, (i) the Assignee thereunder shall be its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto andhereto. (f) As used herein, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall following terms have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.meanings:

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, Borrower and the Agent, which consent of the Swingline Lender and each Issuing Lender, which consents Borrower shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided provided, that no written consent of the Borrower or the Agent shall be required either in connection with any assignment and delegation by a Lender Bank to (x) an Eligible Assignee that is a Lender an Affiliate of such Lender Bank or at any time that an Event of Default shall exist(y) another Bank (each an "“Assignee"”)) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment Loans and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L F ("an “Assignment and Acceptance"); ”) and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans4,000. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and the requirements Borrower and the Agent have provided their consent with respect to) an executed Assignment and Acceptance and payment of paragraph (a) above are satisfiedthe 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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 Documents (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 contrary notwithstandingbenefits of Sections 4.1, any Lender assigning all 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 Agent that it has received an executed Assignment and Acceptance and payment of the processing fee (and provided, that the Borrower consents to such assignment in accordance with Section 12.9(a)), the Borrower shall, if requested by the Assignee or the assignor Bank thereunder, execute and deliver to the Agent new Notes evidencing such Assignee’s assigned Loans and, if the assignor Bank has retained a portion of its Loans, Commitments 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) and the assignor Bank shall deliver its Note or Notes marked “exchanged” or “cancelled,” as applicable, to the Agent. Immediately upon payment of the processing fee payment under the Assignment and Acceptance 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. (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 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 Borrower (a “Participant”) participating interests in any Loans 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 Borrower, the Agent and the other Banks 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. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank 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 Bank will not, without the consent 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 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 Assignee Event of Default, each Participant shall continue be deemed to have the benefit 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. (f) Nothing contained in this Agreement shall prevent a Bank from pledging its interest in its Loans to a Federal Reserve Bank in the Federal Reserve System of the United States in accordance with applicable law. (g) After payment in full of, and satisfaction of all indemnities hereunder following Obligations under, any Note, the Bank or other party holding such assignmentNote 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) Subject to Sections 12.08(b) and 12.08(e): (i) Any Lender may, may with the written prior consent of the BorrowerCompany, the Agent, and the Swingline Lender and each Issuing Lender, Bank (which consents will not be unreasonably withheld and which consent of the Company shall not be unreasonably withheld, required if a Default or Event of Default exists) at any time assign and delegate to one or more Eligible Assignees all or any fraction of its Commitment and outstanding Committed 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. (provided that no written ii) Any Lender may without the prior consent of the Borrower shall be required either Company assign to another Lender all or any fraction of its Commitment and outstanding Committed Loans in connection with any assignment a minimum amount of $5,000,000 and delegation by a 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 to an Eligible Assignee that is a Lender Affiliate of such Lender or may at any time that an Event of Default shall exist) (each an "Assignee") all, assign all or any ratable part portion of all, of the Loans, Revolving Commitment its rights under this Agreement and Term Commitment and the other rights and obligations of such Lender hereunderany note issued pursuant to Section 2.05 to a Federal Reserve Bank; provided, however, that any no such assignment shall release any Lender from its obligations hereunder. (iv) Any Lender, if so requested by the Company under Section 5.09, shall assign to an another Eligible Assignee its entire Commitment and all outstanding Committed Loans. (v) Except as provided in Section 12.08(a)(iii), no Lender may assign any Bid Loans made by it hereunder except to another Lender or to any other Person to which it is not also assigning all or a Lender fraction of its Commitment and outstanding Committed Loans pursuant to Section 12.08(a)(i). sf-712846 67 (b) No assignment shall be in a minimum amount equal to become effective, and the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may shall be entitled to continue to deal solely and directly with such each Lender in connection with the interest interests so assigned by such Lender to an Assignee Assignee, until (i) such Lender and such Assignee shall have executed an Assignment and Assumption Agreement substantially in the form of Exhibit 12.08(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 Borrower Company and the Agent by such Lender and such Assignee, in substantially the Assigneeform of Attachment A to Exhibit 12.08 (a "Notice of Assignment"); (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,5003,500 shall have been paid to the Agent by the assignor Lender or the Assignee; and provided, still further, that any assignment hereunder must include an equal percentage (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's Revolving Commitment, Term Commitment, Revolving Loans, Letter Lender and the Assignee of Credit Obligations its receipt of the items mentioned in clauses (i) and Term Loans(ii) and that it has acknowledged the assignment by countersigning the Notice of Assignment. (bc) From and after the effective date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfiedany 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 Lender hereunder and under the each other Loan DocumentsDocument, and (ii) the assignor Lender 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. Anything herein Document. (d) Subject to the contrary notwithstandingSection 12.08(e), any Lender assigning all may at any time sell to one or more financial institutions or other Persons (each of its such Persons being herein called a "Participant") participating interests in any of the Loans, Commitments and its Commitment or other rights and interests of such Lender hereunder; provided, however, that (i) no participation contemplated in this Section 12.08(d) shall relieve such Lender from its Commitment or its other obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.or under any other Loan Document;

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written such consent of the Borrower Agent shall not be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that Lender)(each an Event of Default shall exist) (each an "“Assignee"”) all, or any ratable part of allof, of the Loans, the Revolving Commitment and Term Commitment Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $250,000 or, if less, the entire Revolving Loan Commitment or Loan(s) of such Lender; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; Borrower and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until until: (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; and (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L and substance reasonably satisfactory to Agent, such Lender and its Assignee ("an “Assignment and Acceptance"”); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, Agent has received and provided its consent with respect to an executed Assignment and Acceptance: (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 Lender under this Agreement and the other Loan Documents, and ; and (ii) the assignor 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) Borrower shall execute and deliver new Notes evidencing such Assignee’s assigned Loans and Revolving Loan Commitment portion and, if the assignor Lender has retained a portion of its Loans and Revolving Loan Commitment, replacement Notes in the principal amount of the Loans and Revolving Loan Commitment portion retained by the assignor Lender (such Notes to be in exchange for, but not in payment or satisfaction of, the Notes held by Lender). Anything herein This Agreement shall be deemed to be amended to the contrary notwithstandingextent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolving Loan Commitments arising therefrom. The Revolving Loan Commitment allocated to each Assignee shall reduce such Revolving Loan Commitment of the assigning Lender to the same extent. (d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of Borrower (a “Participant”) participating interests in any Loans, the Revolving Loan Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however,: (i) the Originating Lender’s obligations under this Agreement shall remain unchanged; (ii) the Originating Lender shall remain solely responsible for the performance of such obligations; (iii) Borrower and Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iv) No Lender shall transfer or grant any participating interest under which the Participant 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. 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 Borrower hereunder shall be determined as if Lender had not sold such participation. (e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may (i) assign all or any portion of the 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 or (ii) pledge all or any portion of the Loans held by it (and Notes evidencing such Loans) to its lenders for collateral security purposes, provided that any payment in respect of such assigned Loans made by Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy Borrower’s obligations hereunder in respect to such assigned or pledged Loans to the extent of such payment. No such assignment or pledge shall release the assigning Lender from its obligations hereunder. (f) The Agent shall, on behalf of Borrower, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Revolving Loan Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of demonstrable error, and Borrower, Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Revolving Loan Commitments, Loans and any Notes evidencing such Loans recorded therein for all purposes of its Loansthis Agreement. Any assignment of any Revolving Loan Commitment and/or Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. Any assignment or transfer of all or part of a Revolving Loan Commitment and/or Loan evidenced by a Note shall be registered on the Register only upon a surrender or registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated assignee and, if applicable, assignor, and the old Notes shall be returned by Agent to Borrower marked “cancelled”. The Register shall be available for inspection by Borrower or any Lender (with respect to any entry relating to such Lender’s Revolving Loan Commitments and other rights Loans) at any reasonable time and obligations hereunder from time to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmenttime upon reasonable prior notice.

Assignments, Participations, etc. (a) Any Lender may, with the may upon written consent of the Borrower, the Administrative Agent, the Swingline Issuing Lender and each Issuing LenderBorrower, which consents consent shall not be unreasonably withheldwithheld (provided at any time that an Event of Default has occurred and is continuing, no approval from the Company shall be required), at any time time, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Administrative Agent or the Issuing Lender shall be required either in connection with any assignment and delegation by a the Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "“Assignee"”) all, or any ratable part of allall in a minimum commitment amount at least equal to $5,000,000 or in $1,000,000 increments in excess thereof, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L D ("“Assignment and Acceptance"); ”) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans3,000.00. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (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 Subsection 11.08(a)) the Company shall execute and deliver to the contrary notwithstandingAdministrative Agent, new Notes evidencing such Assignee’s assigned Loans and Commitment and, if the assignor Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Lender (such Notes to be in exchange for, but not in payment of, the Notes held by such Lender, which shall be cancelled upon receipt of the new or replacement Notes). 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 Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial Lenders or other Persons not Affiliates of the Company (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, the originating Lender shall remain a Lender for all purposes hereof and the other Loan Documents to which such originating Lender is a party, and the Participant may not become a Lender for purposes hereof or for any other of the Loan Documents, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents (the Participant’s rights against the granting Lender in respect of such participation being those set forth in the agreement creating or evidencing such participation with such Lender), and all amounts payable by the Company hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (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 of its Subsidiaries, or by the Administrative Agent on such Company’s or Subsidiary’s behalf, under or in connection with 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 any Lender or the Administrative Agent, 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 Administrative Agent, any Lender assigning 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; (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, and (H) as to any Lender, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed party with such Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its Loansrights under and interest in this Agreement and the Notes held by it in favor of any Federal Reserve Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Lender may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent consents of the Borrower, Borrower and the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheldat the sole discretion of the Borrower and the Agent, at any time assign and delegate to one or more Eligible Assignees (provided that (i) no written consent of the Borrower shall be required either 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 Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Combined Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L J ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans2,500. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (c) Within five (5) Business Days after its receipt of notice by the 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 Borrower shall execute and deliver to the contrary notwithstandingAgent, any Lender assigning all 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 Borrower (a "Participant") participating interests in any Loans, Commitments the Commitment of that Bank and the other rights interests of that Bank (the "Originator") hereunder and under the other Loan Documents; provided, however, that (i) the Originator's obligations hereunder to an Assignee under this Agreement shall remain unchanged, (ii) the Originator shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to have deal solely and directly with the Originator in connection with the Originator's 77 1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 3.1, 3.3 and 10.5 as though it were also a Bank hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of 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 assign all indemnities hereunder following 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 ss.203.14, and such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, subject to the consent of the Borrower and with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing LenderAdministrative Agent (in either case, which consents consent shall not be unreasonably withheld), at any time sell or assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower or Administrative Agent shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existLender) (each an "Assignee") all, or any ratable part of all, of the Revolving Loans, the Revolving Commitment and Term Commitment Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $10,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until until: (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender and the Assignee; ; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L F (an "Assignment and Acceptance"); and and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, however that any this section shall not be applicable to an assignment hereunder must include from a Lender to an equal percentage Affiliate of the assignor assigning Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. . 68 (b) From and after the date that the Administrative Agent notifies the assignor Lender that the requirements Administrative Agent has received and provided its consent with respect to an executed Assignment and Acceptance and payment of paragraph (a) above are satisfied, 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 Lender under this Agreement and the other Revolving Loan Documents, and ; and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Revolving Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Revolving Loan Documents. Anything herein ; provided, however, that any assignor Lender shall not be released from any claims of any kind arising from any breach or default under the Revolving Loan Documents by the assignor Lender which occurred prior to the contrary notwithstanding, any Lender assigning all date of its Loans, Commitments and other rights and obligations hereunder the Administrative Agent's consent to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.

Assignments, Participations, etc. (a1) Any Lender maymay at any time, with the written consent of the BorrowerAgent and, but only so long as there does not exist an Event of Default, the Agent, the Swingline Lender and each Issuing Lender, Company (which consents consent shall not be unreasonably withheldwithheld by the Company), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) financial institutions (each an "“Assignee"”) all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment Loans and the other rights and obligations of such Lender hereunderhereunder in a minimum amount of $5,000.000.00; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance")Assumption Agreement; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) 3,500.00. From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfiedit has received an executed Assignment and Assumption Agreement, (iy) 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 AcceptanceAssumption Agreement, shall have the rights and obligations of a Lender under the Loan Documents, and (iiz) the assignor 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 AcceptanceAssumption Agreement, relinquish its rights and be released from its obligations under the Loan Documents. Anything herein Upon the effective date of such assignment, this Agreement and the other Loan Documents shall be deemed to be amended to the contrary notwithstandingextent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Percentage Share arising therefrom. (2) Any Lender may at any time sell to one or more financial institutions or other Persons (each a “Participant”) participating interests in any Loans, the funding commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) following such sale that Lender shall continue to hold for its own account a Percentage Share of the Aggregate Credit Limit of not less than $5,000,000.00 and (v) the terms of any documentation governing such participation shall not provide for such Participant to have any voting rights on any amendments to the Credit Agreement or other Loan Documents other than any such amendment which purports to (A) forgive principal of, or interest on any Loan, (B) postpone any date fixed for the payment of principal of or interest on, any Loan, (C) decrease the rates at which interest or fees are payable under the Credit Agreement or (D) release all or substantially all of the Collateral. (3) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender assigning may assign all or any portion of its Loans, Commitments the Loans held by it to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following any Operating Circular issued by such assignmentFederal Reserve Lender.

Assignments, Participations, etc. (a) Any Each Lender may, with the written consent may assign any of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower shall be required either in connection with any assignment and delegation by a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall exist) (each an "Assignee") all, or any ratable part of all, of the its Loans, Revolving Commitment and Term Commitment its L/C Obligations and the other rights and obligations Obligations hereunder (but only with the consent of such Lender hereunderthe Administrative Agent, and in the case of an L/C Obligation, the applicable Letter of Credit Issuer, with respect to Swing Line Loans, the Swing Line Lender, and with respect to Daylight Overdraft Loans, the Daylight Overdraft Bank to one or more commercial banks or other Persons not Affiliates of the Borrower (each, an “Assignee”) which is an Eligible Assignee; provided, however, that that (i) except to the extent the Administrative Agent (and the applicable Letter of Credit Issuer, in the case of a Letter of Credit) shall otherwise consent, any such assignment to an Eligible Assignee which is not a Lender shall be (A) if a partial assignment, in a minimum an amount at least equal to the lesser of $5,000,000 or the full amount (B) if an assignment of the assignor all of a Lender's CommitmentObligations, a lesser amount; (ii) each such assignment by a Lender of its Loans, or L/C Obligations shall be made in such manner so that the same portion of its Loans, and L/C Obligations is assigned to the respective Assignee; and (iii) upon each such assignment, the assigning Lender and provided, still further, that Assignee shall deliver to the Borrower, the Issuing LendersAdministrative Agent and the Letter of Credit Issuers a Notice of Assignment in the form of Exhibit K hereto, and the Swingline assigning Lender shall pay a $3,500 recordation fee to the Administrative Agent. Upon execution and delivery by the assigning Lender and the Assignee to the Borrower, the Administrative Agent and the Letter of Credit Issuers of such Notice of Assignment, and upon consent thereto by the Administrative Agent and the applicable Letter of Credit Issuer to the extent required above, the Assignee shall have, to the extent of such assignment (unless otherwise consented to by the Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Loans and, if applicable, L/C Obligations (or portions thereof) assigned to it and specified in such Notice of Assignment (in addition to the Loans and L/C Obligations, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Loans and L/C Obligations (or portion(s) thereof) so assigned. (b) A Lender may (but only with the consent of the Administrative Agent and, in the case of an L/C Obligation, the applicable Letter of Credit Issuer, such consent not to be unreasonably withheld or delayed) at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, L/C Obligations and any other interests of such Lender hereunder and under the other Loan Documents provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower shall continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From and after the date that the Agent notifies the assignor Lender that the requirements of paragraph (a) above 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 under this Agreement and Acceptance, shall have the rights and obligations of a Lender under the other Loan Documents, and (iiiv) such Lender shall not transfer or grant any participating interest under which the assignor Lender shallParticipant 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 that such amendment, consent or waiver relates to the principal amount of any Loans, the Face Amount of any Letters of Credit, the rate of interest to be charged with respect to any Loans or L/C Obligations, any fees payable to a Lender under this Agreement or the extension of the Expiration Date. In the case of any such participation, the Participant shall not have any rights and obligations hereunder and under this Agreement, or any of the other Loan Documents have been assigned Documents, and all amounts payable by it pursuant to the Borrower hereunder shall be determined as if the Lender had not sold such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. Anything herein to the contrary notwithstandingparticipation. (c) Notwithstanding any other provision in this Agreement, any Lender assigning may without the consent of the Administrative Agent, any Letter of Credit Issuer, or the Borrower, at any time create a security interest in, or pledge, all or any portion of its Loansrights 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 203.14, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmentFederal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the BorrowerCompany 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 Agent, Issuing Lender and the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheldwithheld or delayed, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Company, the Administrative Agent, the Issuing Lender or the Swingline Lender shall be required either in connection with any assignment and delegation by a Lender to an a Person described in clause (ii), (iii), (iv) or (v) of the definition of Eligible Assignee that is a Lender Affiliate of such Lender or at any time that an Event of Default shall existAssignee) (each each, an "Assignee") all, or any ratable part of allpart, of the Loans, the Revolving Commitment and Term Commitment Commitment, 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, 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, Term A Loans or Term B 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); provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to (A) the lesser of $5,000,000 or Company, the full amount of the assignor Lender's Commitment; and provided, still further, that the BorrowerAdministrative Agent, the Issuing Lenders, Lender and the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Borrower Company and the Administrative Agent by such Lender and the Assignee; , (ii) such Lender and its the Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L K (an "Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; 3,500 and provided(B) the Company shall not, still furtheras a result of any assignment, that delegation or participation by any assignment hereunder must include an equal percentage 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 assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations respective Loans and Term LoansNotes which they own. The foregoing provisions are 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. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has provided its consent, and received the requirements consents of paragraph the Swingline Lender, the Issuing Lender and (aif applicable) above are satisfiedthe Company, 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein . (c) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the contrary notwithstandingCompany (a "Participant") participating interests in any Loan, any the Revolving Commitment of such Lender assigning all and the other interests of its Loanssuch Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, Commitments however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company, the Swingline Lender, the Issuing Lender and other the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents and (iv) no 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 or the consent of a particular Lender or the consent of the Required Revolving Lenders, Required Term A Lenders or Required Term B Lenders, in each case as described in clauses (a) through (h) 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 been required to pay if no participating interest had been sold), and if amounts outstanding under this Agreement are due and -118- 127 unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Assignee Event of Default, the Participant shall continue be deemed to have the benefit right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. 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. (d) Notwithstanding any other provision in this Agreement, (i) any Lender may at any time assign all indemnities hereunder following or any portion of its rights under and interest in this Agreement and any Note held by it to any Affiliate of such assignmentLender 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 Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law 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 Lender Bank may, with the written consent of the Borrower, Borrowers at all times other than during the existence of an Event of Default and the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Borrowers or the Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment its Pro Rata Share of all LC Obligations, the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrowers and the Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"); ) together with subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender Bank or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans2,500. (b) From and after the date that the Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 . (c) Within five Business Days after its receipt of notice by the 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 Borrowers shall execute and deliver to the contrary notwithstandingAgent, any Lender assigning all if requested by Assignee or assignor Bank new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its LoansLoans and its Commitment, Commitments and other rights and obligations hereunder replacement Notes in the principal amount of the Revolving Loans retained by the assignor Bank (such Notes to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.be

Assignments, Participations, etc. (a) Any Lender mayFrom time to time following the Effective Date, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time Bank may assign and delegate to one or more Eligible Assignees (all or any portion of its Commitment and outstanding Loans; provided that no written consent (i) such assignment, if not to a Bank or an -------- Affiliate of the Borrower assigning Bank, shall be required either in connection with any assignment and delegation consented to by the Company at all times other than during the existence of a Lender to an Eligible Assignee that is a Lender Affiliate of such Lender Default or at any time that an Event of Default and by the Administrative Agent (which approval of the Company shall existnot be unreasonably withheld or delayed), (ii) a copy of a duly signed and completed Assignment and Acceptance in the form of Exhibit H (each an "AssigneeAssignment and Acceptance") all--------- ------------------------- shall be delivered to the Administrative Agent and the Company, or any ratable part (iii) except in the case of all, an assignment (A) to an Affiliate of the Loansassigning Bank or to another Bank or (B) of the entire remaining Commitment of the assigning Bank, Revolving the portion of the Commitment assigned shall not be less than $10,000,000, (iv) the assigning Bank shall have delivered any Note or Notes subject to the assignment to the Administrative Agent, and Term Commitment and (v) the other rights and obligations effective date of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee shall be as specified in the Assignment and Acceptance, but not earlier than the date which is not a Lender five Business Days after the date the Administrative Agent has received the Assignment and Acceptance. Upon satisfaction of the conditions set forth in the prior sentence, any forms required by Section 3.01(f) and payment of the requisite fee described below, --------------- the assignee named therein shall be in a minimum amount equal Bank for all purposes of this Agreement effective as of the specified effective date to the lesser of $5,000,000 or the full amount extent of the assignor Lender's Commitment; Assigned Interest (as defined in such Assignment and providedAcceptance), still further, that and the Borrowerassigning Bank shall be released from any further obligations under this Agreement to the extent of such Assigned Interest. Until satisfaction of the conditions set forth herein to any assignment, the Issuing Lenders, the Swingline Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender the assigning Bank in connection with the interest so assigned Assigned Interest. Upon request following satisfaction of the conditions set forth herein to an Assignee until (i) written notice of such any assignment, together with payment instructions, addresses the Company shall execute and related information with respect deliver new or replacement Notes to the Assignee, shall have been given to the Borrower assigning Bank and the Agent assignee Bank to evidence Loans made by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered them. The Administrative Agent's consent to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment shall not be deemed to an Assignee which is not already a Lender, the assignor Lender constitute any representation or Assignee has paid warranty by any Administrative Agent- Related Person as to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loansmatter. (b) From and after the date that the Agent notifies the assignor Lender that the requirements After receipt of paragraph (a) above 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 completed Assignment and Acceptance, shall have and receipt of an assignment fee of $3,500 from such Eligible Assignee or such assigning Bank (including in the rights and obligations case of a Lender under assignments to Affiliates of assigning Banks), the Loan Documents, and (ii) the assignor Lender Administrative Agent shall, promptly following the effective date thereof, provide to Borrower and Banks a revised Schedule 10.06 giving effect thereto. -------------- (c) Upon advance written notice to the extent Company, 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 rights Bank and obligations the other interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceDocuments; provided, relinquish its rights and be released from its however, that (i) the -------- ------- originating Bank's obligations under this Agreement shall remain unchanged, (ii) the Loan Documents. Anything herein originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Company and the Administrative Agent shall continue to deal solely and directly with the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other originating Bank in connection with the originating Bank's rights and obligations hereunder under this Agreement and the other Loan Documents, and (iv) no Bank shall transfer or grant any participating interest under which the Participant shall have rights to an Assignee shall continue approve any amendment to, or any consent or waiver with respect to have this Agreement except to the benefit of all indemnities hereunder following extent such assignment.amendment, consent or waiver would require unanimous consent as described in the first proviso

Assignments, Participations, etc. (a) Any Lender may, with the may upon written consent of the BorrowerAdministrative Agent and the Company, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not to be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower Administrative Agent shall be required either in connection with any assignment and delegation by a any Lender to an Eligible Assignee that is a Lender an Affiliate of such Lender or at and provided further that no written consent of the Company shall be required in connection with any time that assignment and delegation by any Lender to an Event of Eligible Assignee in the event a Default shall existhas occurred and is continuing) (each an "Assignee") all, or any ratable part of allall in a minimum commitment amount of at least $1,000,000 or in $1,000,000 increments in excess thereof, of the Loans, Revolving Commitment and Term Commitment the Commitments, and the other rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Company and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L "E" ("Assignment and Acceptance"); ) together with any Note or Notes subject to such assignment and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Administrative Agent a processing and recordation fee in the amount of $3,500; and 3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided, still furtherhowever, that any assignment hereunder must include an equal percentage only one such fee shall be payable in the case of the assignor Lender's Revolving Commitmentconcurrent assignments to Persons that, Term Commitmentafter giving effect to such assignments, Revolving Loans, Letter of Credit Obligations and Term Loanswill be Related Funds. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender under the Loan Documents, and (ii) the assignor 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 11.8(a), the Company shall execute and deliver to the Administrative Agent a new Note evidencing such Assignee's assigned Loans and Maximum Loan Amount and, if the assignor Lender has retained a portion of its Loans and its Commitment, a replacement Note in the principal amount equal to the Maximum Loan Amount retained by the assignor Lender (such Note to be in exchange for, but not in payment of, the Note held by such Lender). Anything herein 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 Lenders' respective Maximum Loan Amounts and Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of the assigning Lender pro tanto. (d) Any 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 Lender and the other interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, the Originating Lender shall remain a Lender for all purposes hereof and the other Loan Documents to which such Originating Lender is a party, and the Participant may not become a Lender for purposes hereof or for any other of the Loan Documents, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Company and the Administrative Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no 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. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any of the other Loan Documents (the Participant's rights against the Originating Lender in respect of such participation being those set forth in the agreement creating or evidencing such participation with such Lender), and all amounts payable by the Company hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (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 of its Subsidiaries, or by the Administrative Agent on such Company's or Subsidiary's behalf, under or in connection with 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 such Lender, or (ii) was or becomes available on a non confidential basis from a source other than the Company, provided, however, that such source is not bound by a confidentiality agreement with the Company known to the Lender; provided further, however, that any Lender may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which such 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 Administrative 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; (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, and (H) as to any Lender, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed party with such Lender. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Notes held by it in favor of any Federal Reserve Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Lender may enforce such pledge or security interest in any manner permitted under applicable law. (g) Notwithstanding anything to the contrary notwithstandingin Section 11.8(e) or any other provision of this Agreement or any other Loan Document, any Lender assigning party hereto or thereto (and each employee, representative, or other agent of such party) may disclose to any and all Persons, without limitation of its Loansany kind, Commitments the Tax treatment and Tax structure of the transactions contemplated herein and therein and all materials of any kind in each case within the meaning of United States Treasury Regulation Section 1.6011-4 (including opinions or other rights Tax analyses) that are provided to such party relating to such Tax treatment and obligations hereunder Tax structure; provided, however, that with respect to an Assignee any document or similar item that in either case contains information concerning Tax treatment or Tax structure of the transactions contemplated by this Agreement as well as other information, this Section 11.8(g) shall continue only apply to have such portions of the benefit of all indemnities hereunder following document or similar item that relate to such assignmentTax treatment or Tax structure.

Assignments, Participations, etc. (a) Any Lender Bank may, with the written consent of the Borrower, Borrower (at all times other than during the existence of an Event of Default) and the Administrative Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of the Borrower or the Administrative Agent shall be required either in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is a Lender an Affiliate of such Lender or at any time that an Event of Default shall existBank) (each an "Assignee") all, or any ratable part of all, of the Loans, Revolving Commitment and Term Commitment the Commitments and the other rights and obligations of such Lender hereunderBank hereunder in an aggregate minimum amount of $3,000,000 or a lesser amount to be agreed upon by the Administrative Agent and the Borrower (unless to an existing Bank, in which case no minimum assignment shall apply); provided that such Bank shall retain an aggregate amount of not less than $3,000,000 in respect thereof, unless such Bank assigns and delegates all of its rights and obligations hereunder to one or more Eligible Assignees at the time and subject to the conditions set forth herein; and provided, further, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Administrative Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the form of Exhibit L E ("Assignment and Acceptance"), together with any Note or Notes subject to such assignment; and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee Bank has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage of the assignor Lender's Revolving Commitment, Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) . From and after the date that the Administrative Agent notifies the assignor Lender Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance and payment of the requirements of paragraph (a) above are satisfiedabove-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 Lender Bank under the Loan Documents, and (ii) the assignor Lender 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 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 10.08(a)), if the Assignee so requests, the Borrower shall execute and deliver to the contrary notwithstandingAdministrative Agent, any Lender assigning all new Notes evidencing such Assignee's assigned Loans and Commitments and, if the assignor Bank has retained a portion of its Loans, Loans and its Commitments and other rights so requests, replacement Notes in the principal amount or amounts 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 obligations hereunder Acceptance, this Agreement shall be deemed to an 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 Commitments allocated to each Assignee shall continue reduce such Commitments of the assigning Bank pro tanto and the Administrative Agent shall promptly prepare and distribute a new Schedule 2.01 reflecting the new commitments. 01. 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 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 benefit right of all indemnities hereunder following such assignmentset-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.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, 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 Commitment and the Loans (including for purposes of this subsection (a), participations in L/C Obligations) at the time owing to it); provided that no written consent (i) except in the case of an assignment of the Borrower shall be required either entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in connection with any the case of an assignment and delegation by to a Lender to Bank or an Eligible Assignee that is a Lender Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Lender or at any time that an assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default shall exist) has occurred and is continuing, the Borrowers 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 allall the assigning Bank’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by the Administrative Agent, the Issuing Bank and, provided no Event of Default has occurred or is continuing, the Borrowers (such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Bank; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b) of this Section and subject to Section 11.08(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the Loansinterest assigned by such Assignment and Assumption, Revolving Commitment and Term Commitment and have the other rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Lender hereunder; providedAssignment and Assumption, howeverbe released from its obligations under this Agreement (and, in the case of an Assignment and Assumption 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 4.01, 4.04, 4.05, 11.04 and 11.05 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 a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that any such assignment to an Eligible Assignee which is does not a Lender comply with this subsection 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 subsection (c) of this Section. (b) The Administrative Agent, acting solely for this purpose as an agent of the applicable Borrower, shall maintain at the Administrative Agent’s office a minimum amount equal copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Bank pursuant to the lesser terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of $5,000,000 this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Bank, at any reasonable time and from time to time upon reasonable prior notice. (c) Any Bank may at any time, without the consent of, or notice to, the applicable Borrower or the full amount Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the assignor Lender's CommitmentBorrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Bank’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Bank’s participations in L/C Obligations) owing to it); provided that (i) such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and provided, still further, that (iii) the Borrower, the Issuing Lenders, the Swingline Lender Administrative Agent and the Agent may other Banks shall continue to deal solely and directly with such Lender Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank 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 Bank will not, without the consent of the Participant, (such consent not to be unreasonably withheld or delayed) agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that directly affects such Participant. Subject to subsection (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 4.01, 4.04 and 4.05 to the same extent as if it were a Bank and had acquired its interest so assigned by assignment pursuant to subsection (a) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.10 as though it were a Bank, provided such Participant agrees to be subject to Section 2.14 and Section 11.09 as though it were a Bank. (d) Neither an Eligible Assignee until nor a Participant shall be entitled to receive any greater payment under Section 4.01 or 4.04 than the applicable Bank granting the participation or assigning its interest in the Credit (ior Commitment) written notice of such assignment, together with payment instructions, addresses and related information to the Eligible Assignee would have been entitled to receive with respect to the Assigneeparticipation or assigned interest or Commitment sold to such Eligible Assignee or Participant, unless the sale of the participation or assignment to such Participant or Eligible Assignee is made with the Borrower’s prior written consent. A Participant that would be a foreign lender if it were a Bank shall have been given not be entitled to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to benefits of Section 4.01 unless the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit L ("Assignment and Acceptance"); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,500; and provided, still further, that any assignment hereunder must include an equal percentage notified of the assignor Lender's Revolving Commitmentparticipation sold to such Participant and such Participant agrees, Term Commitmentfor the benefit of the Borrower, Revolving Loans, Letter of Credit Obligations to comply with Section 11.15 and Term Loans11.09 as though it were a Bank. (be) From and after the date Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that the Agent notifies the assignor Lender that the requirements no such pledge or assignment shall release such Bank from any of paragraph (a) above are satisfied, (i) the Assignee thereunder shall be its obligations hereunder or substitute any such pledgee or assignee for such Bank as 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 Lender under the Loan Documents, and (ii) the assignor 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. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignmenthereto.

Assignments, Participations, etc. (a) Any Lender may, with the written consent of the Borrower, the Agent, the Swingline Lender and each Issuing Lender, which consents shall not be unreasonably withheld, at any time Bank may 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 an assignment of the Borrower shall be required either 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 Lender to Bank or an Eligible Assignee that is a Lender 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 Lender or at any time that an 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 shall exist) 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 Loans, Revolving Commitment and Term Commitment and the other assigning Bank’s rights and obligations of such Lender hereunder; provided, however, that any such assignment to an Eligible Assignee which is not a Lender shall be in a minimum amount equal to the lesser of $5,000,000 or the full amount of the assignor Lender's Commitment; and provided, still further, that the Borrower, the Issuing Lenders, the Swingline Lender and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information under this Agreement with respect to the AssigneeLoans, the Letter of Credit Liabilities, and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall have been given execute and deliver to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance agreement, substantially in the form of Exhibit L C hereto ("an “Assignment and Acceptance"Assumption Agreement”); and (iii) in the case of any assignment to an Assignee which is not already a Lender, the assignor Lender or Assignee has paid to the Agent together with a processing and recordation fee in the amount of $3,500; , and providedthe Eligible Assignee, still furtherif it shall not be a Bank, that any assignment hereunder must include shall deliver to the Administrative Agent an equal percentage of Administrative Questionnaire. Subject to acceptance and recording thereof by the assignor Lender's Revolving CommitmentAdministrative Agent pursuant to Section 2.02(a), Term Commitment, Revolving Loans, Letter of Credit Obligations and Term Loans. (b) From from and after the effective date that specified in each Assignment and Assumption Agreement, the Agent notifies the assignor Lender that the requirements of paragraph (a) above are satisfied, (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 Lender Bank under the Loan Documentsthis Agreement, and (ii) the assignor Lender 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 the Loan Documents. Anything herein to the contrary notwithstanding, any Lender assigning all of its Loans, Commitments and other rights and obligations hereunder to an Assignee shall continue to have the benefit of all indemnities hereunder following such assignment.this Agreement