Common use of Joint and Several Liability; Parties in Interest; Assignments Clause in Contracts

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A) the Borrower shall issue new Notes to such assignor and assignee, and (B) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110. 1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower; provided, however, that no liability shall arise if any such Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible TransfereeTransferee or, subject to the provisions of Subsection (g) below, to an Affiliate, and then only if such assignment is made in accordance with the following requirements: (i) Each In the case of an assignment by a Revolver Lender of less than all of its Revolver Loans, LC Obligations, and Revolver Commitments, each such assignment shall apply to a consistent percentage of all Revolver Loans and LC Obligations owing to the assignor Revolver Lender hereunder and to the same percentage of the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments's Revolver Commitments, so that after such assignment is made both the assignee Revolver Lender and the assignor Revolver Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Revolver Percentage Share in its aggregate Revolver Loans and Notes LC Obligations and be committed to make that Revolver Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Revolver Loans and Notes and be committed to make that Revolver Percentage Share of all future Loansparticipations in LC Obligations, and, except in and the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Revolver Percentage Share of the aggregate Maximum Credit Amount Revolver Commitment of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) In the case of an assignment by a Term Lender, after such assignment is made the outstanding Term Loans of both the assignor and assignee shall equal or exceed $5,000,000, except with respect to an assignment of all such Lender's Term Loans or such lesser amount as may be agreed to by the Administrative Agent and Borrower (except that no such minimum shall be applicable with respect to an assignment to a Lender). (iii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EH, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule revised Schedule 1 hereto showing the revised Revolver Percentage Shares and total Percentage Shares of such assignor Lender and such assignee Lender and the revised Revolver Percentage Shares and total Percentage Shares of all other Lenders. (iiiiv) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.7(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that (i) no such assignment or pledge shall relieve such Lender from its obligations hereunderhereunder and (ii) all related costs, fees and expenses incurred by such Lender in connection with such assignment and the reassignment back to it, free of any interests of such Federal Reserve Banks shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act . (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that makes or invests in bank loans, any other fund that makes or invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Related Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the LendersAgent. Neither the Borrower No Related Person nor any Affiliates of the Borrower a Related Person shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower a Related Person or any Affiliate of the Borrower a Related Person at any time purchases some but less than all of the Obligations owed to all Lender Bank Parties, such purchaser shall not be entitled to any rights of any Lender Bank Party under the Loan Documents unless and until the Borrower Related Person or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted a Related Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under the next-to-last sentence of subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the BorrowerRelated Persons. (c) Except for sales of participations under the immediately preceding subsectionsubsection (b), no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans the Notes or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future LoansAdvances, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000Advances. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EF, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “Settlement "Effective Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue CodeCode of 1986, as amended) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the BorrowerRelated Persons, the Administrative Agent and each other Lender Party hereunder that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans Obligations owing to, each Lender from time to time (in this section called the “Register”"REGISTER"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Bank Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower Related Persons or any Lender Bank Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person Borrower may not assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Majority Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Bank Parties, such purchaser shall not be entitled to any rights of any Lender Bank Party under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans the Loan or under the Loan Documents to any Person unless other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person Borrower under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under the last sentence of subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsectionsubsection (b), no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans the Notes or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future LoansAdvances, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000Advances. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this sectionsection ), an Assignment and Acceptance in the form of Exhibit EH attached hereto, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Note to Borrower, and (Bii) as of the “Settlement "Effective Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue CodeCode of 1986, as amended) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, Each such assignment shall be consented to in writing by the Administrative Agent and, unless an Event for a minimum of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed)$2,000,000. (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party hereunder that such assignee understands and agrees to the terms hereof, including Article IX 9 hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans Advances owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Bank Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Bank Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Majority Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1(a). No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to a Person that is a Lender or an Eligible TransfereeAffiliate of a Lender or that has consented to by Agent, which consent will not be unreasonably withheld, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee Lender shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in and the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, Amount multiplied by the Percentage Share of the aggregate Maximum Credit Amount each of both the assignor (and any such Affiliate) Lender and assignee (and any such Affiliate) Lender shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance Agreement in the form of Exhibit EF, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5005,000. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c3.6(d). (iv) Unless the Any Lender who determines to sell any Loan must sell such Lender's Revolving Credit Loan and such Lender's Term Loan in equal proportions. (v) No such assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by an oil and gas industry competitor or a Person buying directly for the Administrative Agent and, unless account of an Event of Default shall have occurred oil and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed)gas industry competitor. (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower; provided, however, that no liability shall arise if any such Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible TransfereeTransferee or, subject to the provisions of Subsection (g) below, to an Affiliate, and then only if such assignment is made in accordance with the following requirements: (i) Each In the case of an assignment by a Revolver Lender of less than all of its Revolver Loans, LC Obligations, and Revolver Commitments, each such assignment shall apply to a consistent percentage of all Revolver Loans and LC Obligations owing to the assignor Revolver Lender hereunder and to the same percentage of the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments's Revolver Commitments, so that after such assignment is made both the assignee Revolver Lender and the assignor Revolver Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Revolver Percentage Share in its aggregate Revolver Loans and Notes LC Obligations and be committed to make that Revolver Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Revolver Loans and Notes and be committed to make that Revolver Percentage Share of all future Loansparticipations in LC Obligations, and, except in and the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Revolver Percentage Share of the aggregate Maximum Credit Amount Revolver Commitment of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) In the case of an assignment by a Term Lender, after such assignment is made the outstanding Term Loans of both the assignor and assignee shall equal or exceed $5,000,000, except with respect to an assignment of all such Lender's Term Loans or such lesser amount as may be agreed to by the Administrative Agent and Borrower (except that no such minimum shall be applicable with respect to an assignment to a Lender). (iii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EH, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Revolver Percentage Shares and total Percentage Shares of such assignor Lender and such assignee Lender and the revised Revolver Percentage Shares and total Percentage Shares of all other Lenders. (iiiiv) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.7(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that (i) no such assignment or pledge shall relieve such Lender from its obligations hereunderhereunder and (ii) all related costs, fees and expenses incurred by such Lender in connection with such assignment and the reassignment back to it, free of any interests of such Federal Reserve Banks shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act . (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that makes or invests in bank loans, any other fund that makes or invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower; provided, however, that no liability shall arise if any Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, or, subject to the provisions of subsection (g) below, to an Affiliate and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Loan Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EJ, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that (i) no such assignment or pledge shall relieve such Lender from its obligations hereunderhereunder and (ii) all related costs, fees and expenses incurred by such Lender in connection with such assignment and the reassignment back to it, free of any interests of such Federal Reserve Banks, shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act . (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. Replacement Notes. ------------------ (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower; provided, however, that no liability shall arise if any Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, or, subject to the provisions of subsection (g) below, to an Affiliate and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Loan Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EJ, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule revised Schedule 1 hereto showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.7(d). (d) Nothing contained in this section shall prevent or prohibit Any Lender may at any Lender from assigning or pledging time pledge all or any portion of its Loans Loan and Notes Note (and related rights under the Loan Documents including any portion of its Note) to any of the twelve (12) Federal Reserve Bank as collateral security pursuant to Regulation A Banks organized under Section 4 of the Board and any Operating Circular issued by such Federal Reserve Bank; provided that no Act, 12 U.S.C. Section 341. No such assignment pledge or pledge enforcement thereof shall relieve release any such Lender from its obligations hereunderunder any of the Loan Documents; provided that all related costs, fees and expenses in connection with any such pledge shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act . (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitmentsRevolving Loan Commitment, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such the aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount Revolving Loan Commitment, the Revolving Loan Commitment of both the assignor (and any assignee, after giving effect to such Affiliate) and assignee (and any such Affiliate) assignment, shall equal or exceed $5,000,0002,500,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E10.5, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c3.6(d). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall not be effective unless consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f10.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (ai) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Partiesthe Lenders, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (bii) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) 6 or Section 5.3 19(c) of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all the Lenders under subsection (a) of Section 12.119(d). No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower, and, unless such sale is to an Affiliate of the selling Lender, such sale shall require the Borrower's prior approval which shall not be unreasonably withheld or delayed. (ciii) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible TransfereeAssignee, and then only if such assignment is made in accordance with the following requirements: (iA) Unless the Assignee is an Affiliate of the assigning Lender, the Borrower shall have given its written approval of the assignment, which approval shall not be unreasonably withheld or delayed. (B) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount Revolving Commitment of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (iiC) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to the Borrower, and (B2) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other the Lenders. (iiiD) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c6(d)(iv). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (ev) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX Section 18 hereof. (fvi) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110. 1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, or, subject to the provisions of subsection (g) below, to an Affiliate and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Loan Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EJ, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that (i) no such assignment or pledge shall relieve such Lender from its obligations hereunderhereunder and (ii) all related costs, fees and expenses incurred by such Lender in connection with such assignment and the reassignment back to it, free of any interests of such Federal Reserve Banks, shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act . (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. (ai) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower No Restricted Person shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower Restricted Person at any time purchases some but less than all of the Obligations owed to all Lender Partiesthe Lenders, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have such Restricted Person has purchased all of the Obligations. (bii) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) 6 or Section 5.3 18(c) of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all the Lenders under subsection (a) of Section 12.118(d). No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the BorrowerBorrowers, and, unless such sale is to an Affiliate of the selling Lender, such sale shall require the Borrowers’ prior approval which shall not be unreasonably withheld or delayed. (ciii) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible TransfereeAssignee, and then only if such assignment is made in accordance with the following requirements: (iA) Unless the Assignee is an Affiliate of the assigning Lender, the Borrowers shall have given its written approval of the assignment, which approval shall not be unreasonably withheld or delayed. (B) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount Revolving Commitment of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (iiC) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance Assumption in the form of Exhibit ED, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and AcceptanceAssumption, then (A1) the Borrower Borrowers shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to the Borrowers, and (B2) as of the “Settlement Date” specified in such Assignment and Acceptance Assumption the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower Borrowers and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other the Lenders. (iiiD) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower Borrowers with the “Prescribed Forms” referred to in Section 5.3(c6(d)(iv). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (ev) By executing and delivering an Assignment and AcceptanceAssumption, each assignee Lender thereunder will be confirming to and agreeing with the BorrowerBorrowers, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX Section 17 hereof. (fvi) The Administrative Agent shall maintain a copy of each Assignment and Acceptance Assumption and a register for the recordation of the names and addresses of the Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower Borrowers and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower Borrowers or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Majority Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EF, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower; provided, however, that no liability shall arise if any Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, or, subject to the provisions of subsection (g) below, to an Affiliate and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Loan Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EJ, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule revised Schedule 1 hereto showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that (i) no such assignment or pledge shall relieve such Lender from its obligations hereunderhereunder and (ii) all related costs, fees and expenses incurred by such Lender in connection with such assignment and the reassignment back to it, free of any interests of such Federal Reserve Banks, shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act . (g) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitmentsRevolving Loan Commitment, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such the aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both Revolving Loan Commitment, the assignor (and any such Affiliate) and assignee (and any such Affiliate) Revolving Loan Commitment to be assigned shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E10.5, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c3.6(d). (iv) Unless the assignee is a Lender, an Affiliate of the assignora Lender or an Approved Fund, such assignment shall not be effective unless consented to in writing by Agent, the Administrative Agent LC Issuer, and the Swingline Lender and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f10.5(f). (g) The Borrower shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110. 1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower; provided, however, that no liability shall arise if any such Lender fails to give such notice to Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible TransfereeTransferee or, subject to the provisions of Subsection (g) below, to an Affiliate, and then only if such assignment is made in accordance with the following requirements: (i) Each In the case of an assignment by a Revolver Lender of less than all of its Revolver Loans, LC Obligations, and Revolver Commitments, each such assignment shall apply to a consistent percentage of all Revolver Loans and LC Obligations owing to the assignor Revolver Lender hereunder and to the same percentage of the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments's Revolver Commitments, so that after such assignment is made both the assignee Revolver Lender and the assignor Revolver Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Revolver Percentage Share in its aggregate Revolver Loans and Notes LC Obligations and be committed to make that Revolver Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Revolver Loans and Notes and be committed to make that Revolver Percentage Share of all future Loansparticipations in LC Obligations, and, except in and the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Revolver Percentage Share of the aggregate Maximum Credit Amount Revolver Commitment of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) In the case of an assignment by a Term Lender, after such assignment is made the outstanding Term Loans of both the assignor and assignee shall equal or exceed $5,000,000, except with respect to an assignment of all such Lender's Term Loans or such lesser amount as may be agreed to by the Administrative Agent and Borrower (except that no such minimum shall be applicable with respect to an assignment to a Lender). (iii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EH, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s 's expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Revolver Percentage Shares and total Percentage Shares of such assignor Lender and such assignee Lender and the revised Revolver Percentage Shares and total Percentage Shares of all other Lenders. (iiiiv) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.7(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that (i) no such assignment or pledge shall relieve such Lender from its obligations hereunderhereunder and (ii) all related costs, fees and expenses incurred by such Lender in connection with such assignment and the reassignment back to it, free of any interests of such Federal Reserve Banks shall be for the sole account of such Lender. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent . (g) Except for sales of participations under the immediately preceding subsection, no Lender shall act make any assignment or transfer of any kind of its commitments or any of its rights under the Loans or under its Loan Documents, except for assignments to an Eligible Transferee or, subject to the provisions of subsection (h) below to an Affiliate, and then only if such assignment is made in accordance with the following requirements. (h) Any Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that makes or invests in bank loans, any other fund that invests in bank loans and is advised or managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly owns, directly or indirectly, such investment advisor, subject to the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).following additional conditions:

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Majority Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Bank Parties, such purchaser shall not be entitled to any rights of any Lender Bank Party under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under the last sentence of subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A) the Borrower shall issue new Notes to such assignor and assignee, and (B) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).any

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Majority Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender PartiesLenders, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under the next-to-last sentence of subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A) the Borrower shall issue new Notes to such assignor and assignee, and (B) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).,

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Related Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Related Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender Bank nor will any Lender Bank accept any offer to do so, unless each Lender Bank shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender PartiesLenders, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender Bank shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless other than an Eligible Transferee, and then only if the agreement between such Lender Bank and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender Bank and that such transfer does not give such participant any right to vote as a Lender Bank or any other direct claims or rights against any Person other than such LenderBank, (ii) that such participant is not entitled to payment from any Restricted Related Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender Bank under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such LenderBank, that such participant shall not be entitled to require such Lender Bank to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders Banks under subsection (a) of Section 12.19. 1. No Lender Bank selling such a participation shall, as between the other parties hereto and such LenderBank, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender Bank which sells any such participation to any Person (other than an Affiliate of such LenderBank) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsectionsubsection (b), no Lender Bank shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender Bank hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) Bank's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) Bank shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount Borrowing Base of both the assignor (and any such Affiliate) and the assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A) the Borrower shall issue new Notes to such assignor and assignee, and (B) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EF, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. Section 10.5 of the Credit Agreement is hereby amended in its entirety to read as follows: (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Bank Parties, such purchaser shall not be entitled to any rights of any Lender Bank Party under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder may sell, assign, transfer or any of convey its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments in whole or in part, to any Person who is an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A) the Borrower shall issue new Notes to such assignor and assignee, and (B) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (dc) Nothing contained in this section SECTION 10.5 shall prevent or prohibit any Lender from assigning or pledging all or any portion of its the Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f)."

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections Sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and Borrower. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the Borrowername and address of each participant and the principal amounts of (and stated interest on) each participant’s interest in the Loan Documents or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitmentsRevolving Loan Commitment, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such the aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both Revolving Loan Commitment, the assignor (and any such Affiliate) and assignee (and any such Affiliate) Revolving Loan Commitment to be assigned shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this sectionsubsection (f)), an Assignment and Acceptance in the form of Exhibit E10.5, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax Tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c3.6(d). (iv) Unless Each such assignment shall require the assignee is prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of the assignora Lender or an Approved Fund or, such assignment shall be consented to in writing by the Administrative Agent and, unless if an Event of Default shall have occurred and be continuing, to any other assignee; (B) Agent; provided that no consent of Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund; and (C) the Borrower (such consent not to be unreasonably withheld or delayed)LC Issuer and the Swingline Lender. (d) Nothing contained in this section Section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of (and stated interest on) the Loans owing to, each Lender from time to time (in this section Section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f10.5(f). (g) Borrower shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender (and any attempted assignment or transfer by Borrower without such consent shall be null and void).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Majority Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Bank Parties, such purchaser shall not be entitled to any rights of any Lender Bank Party under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under the next-to-last sentence of subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsectionsubsection (b), no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Loan Amount of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit EI, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” 's' specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue CodeCode of 1986, as amended) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent Agents and each other Lender Party hereunder that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Bank Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Bank Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections Sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and Borrower. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the Borrowername and address of each participant and the principal amounts of (and stated interest on) each participant’s interest in the Loan Documents or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitmentsRevolving Loan Commitment, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such the aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both Revolving Loan Commitment, the assignor (and any such Affiliate) and assignee (and any such Affiliate) Revolving Loan Commitment to be assigned shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this sectionsubsection (f)), an Assignment and Acceptance in the form of Exhibit E10.5, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax Tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c3.6(d). (iv) Unless the assignee is a Lender, an Affiliate of the assignora Lender or an Approved Fund, such assignment shall not be effective unless consented to in writing by Agent, the Administrative Agent LC Issuer, and the Swingline Lender and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section Section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of (and stated interest on) the Loans owing to, each Lender from time to time (in this section Section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f10.5(f). (g) The Borrower shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) . No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) . Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) : Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) commitmentsRevolving Loan Commitment, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such the aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount of both Revolving Loan Commitment, the assignor (and any such Affiliate) and assignee (and any such Affiliate) Revolving Loan Commitment to be assigned shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “Register” (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E, appropriately completed, together with the Notes subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A) the Borrower shall issue new Notes to such assignor and assignee, and (B) as of the “Settlement Date” specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “Prescribed Forms” referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “Register”). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received w li - substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any 60 Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless other than an Eligible. Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsectionsubsection (b), no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the the. assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes Note and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) Percentage Shares of the aggregate Maximum Credit Amount, the Percentage Share of the aggregate Maximum Credit Amount Borrowing Base of both the assignor (and any such Affiliate) and the assignee (and any such Affiliate) shall equal or exceed $5,000,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance Assumption in the form of Exhibit EG, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,5002,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and AcceptanceAssumption, then (Ai) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (Bii) as of the “"Settlement Date” " specified in such Assignment and Acceptance Assumption the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower Borrower. with the “"Prescribed Forms” " referred to in Section 5.3(c). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall be consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed3.6(d). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or for pledging all or any portion of its Loans and Notes Note to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and AcceptanceAssumption, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent Agents and each other Lender Party hereunder that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance Assumption and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f).

Joint and Several Liability; Parties in Interest; Assignments. (a) All Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities. All grants, covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and assigns; provided, however, that no Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all of the Required Lenders. Neither the Borrower nor any Affiliates of the Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If the Borrower or any Affiliate of the Borrower at any time purchases some but less than all of the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until the Borrower or its Affiliates have purchased all of the Obligations. (b) No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Restricted Person under Section 5.1(b) or Section 5.3 Sections 3.2 through 3.8 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of Section 12.110.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to the Administrative Agent and the Borrower. (c) Except for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of its rights under its Loans or under the Loan Documents, except for assignments to an Eligible Transferee, and then only if such assignment is made in accordance with the following requirements: (i) Each such assignment shall apply to all Obligations owing to the assignor Lender hereunder and to the unused portion of the assignor Lender’s (and any such Affiliate(s)) 's commitments, so that after such assignment is made the assignor Lender (together with any such Affiliate(s)) shall have a fixed (and not a varying) Percentage Share in its aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, the assignee shall have a fixed Percentage Share in such aggregate Loans and Notes and be committed to make that Percentage Share of all future Loans, and, except in the case of an assignment of the entire remaining amount of the assignor’s (and any such Affiliate’s) 's Percentage Shares Share of the aggregate Maximum Credit AmountRevolving Loan Commitment, the Percentage Share of the aggregate Maximum Credit Amount Revolving Loan Commitment of both the assignor (and any such Affiliate) and assignee (and any such Affiliate) shall equal or exceed $5,000,0002,500,000. (ii) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the “"Register” " (as defined below in this section), an Assignment and Acceptance in the form of Exhibit E10.5, appropriately completed, together with the Notes Note subject to such assignment and a processing fee payable by such assignor Lender (and not at the Borrower’s expense) to the Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance, then (A1) the Borrower shall issue new Notes to such assignor and assigneeassignee upon return of the old Notes to Borrower, and (B2) as of the “"Settlement Date” " specified in such Assignment and Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and the Administrative Agent shall thereupon deliver to the Borrower and each Lender a schedule showing the revised Percentage Shares of such assignor Lender and such assignee Lender and the Percentage Shares of all other Lenders. (iii) Each assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for Federal income tax purposes, shall (to the extent it has not already done so) provide the Administrative Agent and the Borrower with the “"Prescribed Forms” " referred to in Section 5.3(c3.6(d). (iv) Unless the assignee is an Affiliate of the assignor, such assignment shall not be effective unless consented to in writing by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower (such consent not to be unreasonably withheld or delayed). (d) Nothing contained in this section shall prevent or prohibit any Lender from assigning or pledging all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank; provided that no such assignment or pledge shall relieve such Lender from its obligations hereunder. (e) By executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with the Borrower, the Administrative Agent and each other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the “"Register”"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes. The Register shall be available for inspection by the Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall act as the Administrative Agent of the Borrower solely for purposes of maintaining the Register as set forth in this Section 12.5(f10.5(f).