Common use of Sale or Assignment Clause in Contracts

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it); provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and NEWY1\8114089.7 (ii) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, each Bank assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered hereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank. (d) The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any assigning Bank has retained any Loans hereunder, a new Note to the order of such assigning Bank in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated the effective date of such Assignment and Acceptance. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.14. (f) Each Bank may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 8.1 (Failure to Pay Obligations When Due) or 9.7 8.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it); provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 8.1 (Failure to Pay Obligations When Due) or 9.7 8.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB BTMU to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Funding Date; provided, further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within five Business Days after having received notice thereof; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 11.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 11.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, provided that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.1411.14, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and; (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire Administrative Questionnaire; and (viii) in connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Agent or any Bank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Pro-Rata Percentage. Notwithstanding the foregoing, in the form prepared by event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the Administrative Agentprovisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs. (b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and NEWY1\8114089.7hereunder, and (ii) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 11.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. (c) By executing and delivering an Assignment and Acceptance, each Bank assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered hereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank. (d) The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any assigning Bank has retained any Loans hereunder, a new Note to the order of such assigning Bank in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated the effective date of such Assignment and Acceptance. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.1411.14. (f) Each Bank may sell participations to one or more Persons (other than a natural Person, a Defaulting Bank or any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes (if any) held by it); provided, however, provided that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b11.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 11.13 (Set-Off) as though it were a Bank, provided that such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participants interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining the Participant Register. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.1411.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information confidential information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, provided that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.1411.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 8.1 (Failure to Pay Obligations When Due) or 9.7 8.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it); provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 8.1 (Failure to Pay Obligations When Due) or 9.7 8.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB or Wachovia to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Funding Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 11.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 11.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, provided that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.1411.14, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative AgentQuestionnaire. (b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and NEWY1\8114089.7hereunder, and (ii) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 11.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, each Bank assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered hereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank. (d) The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any assigning Bank has retained any Loans hereunder, a new Note to the order of such assigning Bank in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated the effective date of such Assignment and Acceptance. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.1411.14. (f) Each Bank may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes (if any) held by it); provided, however, provided that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b11.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 11.13 (Set-Off) as though it were a Bank, provided that such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.1411.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, provided that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.1411.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 3.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed10 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 2,000.00; (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; and (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 6.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 12.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitment and the Note or Notes (if any) held by it); provided, however, that (1i) such each Bank’s 's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 3.6 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 3.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (4v) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s 's rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision principal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantor. Subject to the last two sentences obligations of this clause (f), the Borrower agrees that each hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 3.6, no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bankthis Agreement. (gf) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose Notwithstanding anything herein to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; providedcontrary, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any each Bank may at any time create a security interest in pledge and assign all or any portion of its rights and interests under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided PROVIDED, HOWEVER, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 4.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed11 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of EXHIBIT C attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 2,000.00; (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; and (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoEXHIBIT C, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of EXHIBIT C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitment and the Note or Notes (if any) held by it); providedPROVIDED, howeverHOWEVER, that (1i) such each Bank’s 's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 4.6 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; PROVIDED, HOWEVER, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 4.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (4v) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s 's rights and obligations under this Agreement and the other Loan Documents; PROVIDED, HOWEVER, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision principal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantor. Subject to the last two sentences obligations of this clause (f), the Borrower agrees that each hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 4.6, no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld or delayed, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 4.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed11 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 5,000.00; (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; and (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Note held by it); provided, however, that (i) each Bank's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged; (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 4.6 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 4.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (v) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank's rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (including the amount and the dates fixed for the payment of any such fees) or the amount of principal or the rate of interest payable on, the dates fixed for any payment of principal or interest on, the Loans, or the release of any obligations of the Borrower hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 4.6, no participant shall be a third party beneficiary of this Agreement and shall not be entitled to enforce any rights provided to its selling Bank against the Company under this Agreement. (f) Notwithstanding anything herein to the contrary, each Bank may pledge and assign all or any portion of its rights and interests under the Loan Documents to any Federal Reserve Bank. (g) Notwithstanding anything herein to the contrary, each Bank may assign all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitments and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor to one or more Bank Affiliates without the prior written consent of the Borrower. For purposes of this Section 12.13, “Bank Affiliate” shall mean (a) with respect to any Federal Reserve Bank. , (i) Notwithstanding anything an Affiliate of such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to the contrary contained herein, any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans may create a security interest in all and similar extensions of credit and is managed by the same investment advisor as such Bank or any portion by an Affiliate of the Loans owing such investment advisor. Each Bank Affiliate shall be deemed for purposes hereof to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwisean “Eligible Assignee.”

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without with- out limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment -------- ------- shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 4.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed11 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit D --------- attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 2,000.00; and (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) aggregate outstanding Commitments. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Sub- sidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument instru- ment or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Docu- ments, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents docu- ments and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation recorda- tion of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoD, --------- shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commit- ment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit D --------- attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitationlimita- tion, all or a portion of its Commitments, the Loans owing to it Commitment and the Note or Notes (if any) held by it); provided, however, that (1i) such each Bank’s 's obligations under ----------------- this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 4.6 to recover costs, losses and expenses in the circum- stances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the amounts to -------- ------- which a participant shall be entitled to obtain pursuant to Sections 2.3 and 4.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (4v) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s 's rights and obligations under this Agreement and the other Loan Documents; provided, however, -------- ------- the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees pay- able hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision princi- pal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantor. Subject to the last two sentences obligations of this clause (f), the Borrower agrees that each hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 4.6, no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Bank may assign and, so long as no Default The Company shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will not assign, to one delegate or more Eligible Assignees transfer this Agreement or sell any or all or a portion of its rights and obligations hereunder without the prior written consent of (i) the Class A Payment Recipients entitled to receive payments with respect to two-thirds of the Class A Interests for which the Company shall not have made all payments required to be made by the Company under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it); provided that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement or any assignment to any BankClass B Payment Recipient, an Affiliate of any Bank or an Approved Fund, the aggregate amount which consent of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of Class B Payment Recipient shall not be unreasonably withheld, except that the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000; (iii) except in the case of an assignment to a Person that, immediately prior to Company may make such assignment, was a Bankdelegation, an Affiliate transfer or sale without the prior written consent of any Bank Payment Recipient (A) to any Person to whom the Company has assigned, sold, leased, transferred or an Approved Fundotherwise disposed of all or substantially all of the Company's assets, (B) to any successor corporation resulting from any merger or consolidation of the Company with or into another corporation, or (C) to any wholly owned subsidiary of the Company; provided, that the Company will not merge or consolidate with any Person or sell, lease, transfer or otherwise dispose of substantially all of its assets to any Person, unless (1) the Person formed by or surviving such assignment merger or consolidation or to which the Company effects such sale, lease, transfer or other disposition shall be approved a solvent corporation organized and existing under the laws of the United States or a state thereof and (2) such successor transferee corporation shall expressly assume in writing, by an instrument or instruments satisfactory in scope, substance, form and legal effect to the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignmentPartnership, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through due and including the two-month anniversary punctual payment, performance and observance of all obligations of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank Company under this Agreement; , with the same effect as if such corporation had originally been the Company hereunder (viexcept that this clause (2) shall not apply to any merger in which the parties to each such assignment shall execute Company is the surviving corporation); and deliver to the Administrative Agentprovided, for its acceptance and recording further, that, in the Register, an Assignment and Acceptance, together with event of any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to under this Section 12.148.01, this Agreement shall remain binding upon the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agentassignor. (b) Upon such execution, delivery, acceptance and recording, from and after No Payment Recipient shall assign or transfer this Agreement or sell any or all of its rights hereunder except the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned Common Stock or other securities delivered to it pursuant to this Agreement after such Assignment and Acceptancedelivery, have if any, without the rights and obligations prior written consent of a Bank hereunder and NEWY1\8114089.7 (ii) the Bank assignor thereunder shallCompany, to which consent may be withheld in its absolute discretion; provided, that the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent Class B Payment Recipient may make any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in transfer or sale to any present or former officer or officers or director or directors of PaineWebber Incorporated without the case of an Assignment and Acceptance covering all consent of the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto)Company. (c) By executing and delivering an Assignment and Acceptance, each Bank assignor thereunder The Company and each assignee thereunder confirm Payment Recipient shall provide notice to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien such assignment or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered hereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (vii) such assignee agrees that it will perform sale made in accordance with their terms all this Section 8.01 no later than ten days prior to such assignment or sale setting forth the identity and address of the obligations that by assignee or purchaser and summarizing the terms of this Agreement are required to be performed by it as a Bank. (d) The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower assignment or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any assigning Bank has retained any Loans hereunder, a new Note to the order of such assigning Bank in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated the effective date of such Assignment and Acceptance. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.14. (f) Each Bank may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantorsale. Subject to the last two sentences of restrictions on assignment herein set forth, this clause (f), the Borrower agrees that each participant Agreement shall be entitled inure to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf successors and assigns of each of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bankparties. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided PROVIDED, HOWEVER, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 3.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed10 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of EXHIBIT C attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 2,000.00; (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; and (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 6.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 12.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoEXHIBIT C, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of EXHIBIT C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitment and the Note or Notes (if any) held by it); providedPROVIDED, howeverHOWEVER, that (1i) such each Bank’s 's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 3.6 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; PROVIDED, HOWEVER, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 3.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (4v) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s 's rights and obligations under this Agreement and the other Loan Documents; PROVIDED, HOWEVER, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision principal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantor. Subject to the last two sentences obligations of this clause (f), the Borrower agrees that each hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 3.6, no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments or Loans, as the Loans owing to it case may be, and the Note or Notes (if any) held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a assigning Bank’s rights and obligations under this Agreement Agreement; (ii) the amount so assigned shall equal or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than exceed $5,000,000; 5,000,000.00; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire Acceptance in the form prepared by of Exhibit C attached hereto and made a part hereof (the Administrative Agent. “Assignment and Acceptance”); and (biv) any such assignment shall not require the consent of any Borrower. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of each Borrower or any Loan Party of its Subsidiaries or the performance or observance by any each Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowerBorrowers, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent Borrowers or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the BorrowerBorrowers. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrowers at its their own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment or Loans (as the case may be) assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any a Commitment or Loans (as the case may be) hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Commitment or Loans (as the case may be) retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrowers each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitments, Commitment or Loans (as the Loans owing to it case may be) and the Note or Notes (if any) held by it); provided, however, that (1i) such each Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Borrowers hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Loans and any such Note for all purposes of this Agreement, ; and (4iv) the Borrowerparticipating banks or other entities shall be entitled to the benefits of Sections 2.3 and 4.5 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the Administrative amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 4.5 shall be determined by reference to such participant’s selling Bank and shall be recoverable solely from such selling Bank and (v) the Borrowers, the Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision principal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantorobligations of the Borrowers hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Subject Except with respect to the last two sentences of this clause (f)cost protections contained in Sections 2.3 and 4.6, the Borrower agrees that each no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) this Agreement or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bankany other Loan Documents. (gf) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose Notwithstanding anything herein to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; providedcontrary, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any each Bank may at any time create a security interest in pledge and assign all or any portion of its rights and interests under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 8.1 (Failure to Pay Obligations When Due) or 9.7 8.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ ' notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it)) ; provided provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s 's rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,0001,000,000; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 8.1 (Failure to Pay Obligations When Due) or 9.7 8.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Funding Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 11.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 11.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.1411.14, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and NEWY1\8114089.7and (ii) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 11.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, each Bank assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered hereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank. (d) The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the principal amount of the Loans owing to, each Bank from time to time (the “Register”"REGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any assigning Bank has retained any Loans hereunder, a new Note to the order of such assigning Bank in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated the effective date of such Assignment and Acceptance. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.1411.14. (f) Each Bank may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s 's obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b11.2(b) (Breakage Costs and Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 11.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s 's prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.1411.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.1411.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent, the Issuing Bank and the Borrower, such consent not to be unreasonably withheld or delayed, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 4.07 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayedArticle XI hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the “Assignment and Acceptance”), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 payable by the assigning Bank to the Agent; (provided, however, that for each v) any such assignment made as from one Bank to another Bank that is not a result Defaulting Bank shall not require the consent of a demand by the Agent, the Issuing Bank or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee)is then continuing; and and (vii) the assignee, if Borrower shall be deemed to have consented to any such assignment unless it shall not be a Bank, shall deliver object thereto by written notice to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) within five Business Days after having received written notice thereof. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary of the Borrower or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.02 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.04 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Note held by it); provided, however, that (i) each Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged; (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.03 and 4.07 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.03, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.03 and 4.07 shall be determined by reference to such participant’s selling Bank and shall be recoverable solely from such selling Bank and (v) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank’s rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (including the amount and the dates fixed for the payment of any such fees) or the amount of principal or the rate of interest payable on, the dates fixed for any payment of principal or interest on, the Loans, or the release of any obligations of the Borrower hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.03 and 4.07, no participant shall be a third party beneficiary of this Agreement and shall not be entitled to enforce any rights provided to its selling Bank against the Company under this Agreement. (f) Notwithstanding anything herein to the contrary, each Bank may pledge and assign all or any portion of its rights and interests under the Loan Documents to any Federal Reserve Bank. (g) Notwithstanding anything herein to the contrary, each Bank may assign all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitments and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor to one or more Bank Affiliates without the prior written consent of the Borrower. For purposes of this Section 12.13, “Bank Affiliate” shall mean (a) with respect to any Federal Reserve Bank. , (i) Notwithstanding anything an Affiliate of such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to the contrary contained herein, any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans may create a security interest in all and similar extensions of credit and is managed by the same investment advisor as such Bank or any portion by an Affiliate of the Loans owing such investment advisor. Each Bank Affiliate shall be deemed for purposes hereof to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwisean “Eligible Assignee.”

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Banks, Bank Affiliates or other Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided that provided, however, that (i) with respect to any assignment to any Eligible Assignee (other than another Bank or a Bank Affiliate), the Agent and Borrower must give their respective prior written consent, such consent not to be unreasonably withheld; (ii) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (iii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iv) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 3.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed10 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 3,500.00; (provided, however, that for each vi) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the Borrower shall pay to the Administrative Agent the applicable processing aggregate outstanding Commitments; and recordation fee); and (vii) the assignee, if it any such assignment shall not be require the consent of the Borrower if a Bank, Default or Event of Default shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) have occurred and is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 6.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 12.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitment and the Note or Notes (if any) held by it); provided, however, that (1i) such each Bank’s 's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 3.6 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 3.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (4v) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s 's rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision principal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantor. Subject to the last two sentences obligations of this clause (f), the Borrower agrees that each hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 3.6, no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bankthis Agreement. (gf) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose Notwithstanding anything herein to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; providedcontrary, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any each Bank may at any time create a security interest in pledge and assign all or any portion of its rights and interests under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (g) For purposes of this Section 12.13, "Bank Affiliate" shall mean (a) with respect to any Bank, (i) Notwithstanding anything an Affiliate of such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to the contrary contained herein, any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans may create a security interest in all and similar extensions of credit and is managed by the same investment advisor as such Bank or any portion by an Affiliate of the Loans owing such investment advisor. Each Bank Affiliate shall be deemed for purposes hereof to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwisean "Eligible Assignee."

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld or delayed, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 4.6 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed11 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 5,000.00; (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; and (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Note held by it); provided, however, that (i) each Bank's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged; (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 4.6 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.3 and 4.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (v) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank's rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participantrights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (including the amount and the dates fixed for the payment of any such fees) or the amount of principal or the rate of interest payable on, the dates fixed for any payment of principal or interest on, the Loans, or the release of any obligations of the Borrower hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.3 and 4.6, no participant shall be a third party beneficiary of this Agreement and shall not be entitled to enforce any rights provided to its selling Bank against the Company under this Agreement. (f) Notwithstanding anything herein to the contrary, each Bank may pledge and assign all or any portion of its rights and interests under the Loan Documents to any Federal Reserve Bank. (g) Notwithstanding anything herein to the contrary, each Bank may assign all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitments and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor to one or more Bank Affiliates without the prior written consent of the Borrower. For purposes of this Section 12.13, "Bank Affiliate" shall mean (a) with respect to any Federal Reserve Bank. , (i) Notwithstanding anything an Affiliate of such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to the contrary contained herein, any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans may create a security interest in all and similar extensions of credit and is managed by the same investment advisor as such Bank or any portion by an Affiliate of the Loans owing such investment advisor. Each Bank Affiliate shall be deemed for purposes hereof to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwisean "Eligible Assignee."

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent, the Issuing Bank, the Swingline Bank and the Borrower, such consent not to be unreasonably withheld or delayed, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000 (iii) except in the case of an assignment subject only to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing reductions pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy Sections 4.07 and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayedArticle XI hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the “Assignment and Acceptance”), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 payable by the assigning Bank to the Agent; (provided, however, that for each v) any such assignment made as from one Bank to another Bank that is not a result Defaulting Bank, or to an Affiliate of a demand by such Bank, shall not require the consent of the Agent, the Issuing Bank, the Swingline Bank or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Commitments; (vi) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall have occurred and is then continuing; (vii) the Borrower shall pay be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent the applicable processing within five Business Days after having received written notice thereof; and recordation fee); and (viiviii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared Administrative Questionnaire and any documentation required to be delivered by the Administrative Agent. (b) it pursuant to Section 4.06. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the assigning Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the assigning Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary of the Borrower or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.02 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.04 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, an Administrative Questionnaire and any documentation required to be delivered by the Administrative Agent shallassigning Bank pursuant to Section 4.06, in each case, if required, and the fee described in clause (a) above, the Agent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may may, without the consent of the Borrower, the Agent, the Issuing Bank, the Swingline Bank or any other Bank, sell participations to one or more Persons (banks or other entities, other than the Borrower, any Loan Party of the Borrower’s Affiliates or Subsidiaries or any of its Affiliates) natural Person, in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Note held by it); provided, however, that (i) each Bank’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged; (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, such Bank shall remain the holder of any such Note for all purposes of this Agreement; (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.04 and 4.07 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.04, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Sections 2.04 and 4.07 shall be determined by reference to such participant’s selling Bank and shall be recoverable solely from such selling Bank and (v) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank’s rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (including the amount and the dates fixed for the payment of any such fees) or the amount of principal or the rate of interest payable on, the dates fixed for any payment of principal or interest on, the Loans, or the release of any obligations of the Borrower hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.04 and 4.07, no participant shall be a third party beneficiary of this Agreement and shall not be entitled to enforce any rights provided to its selling Bank against the Company under this Agreement. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Facility 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, Facility Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register. (f) Notwithstanding anything herein to the contrary, each Bank may pledge and assign all or any portion of its rights and interests under the Loan Documents to any Federal Reserve Bank. (g) Notwithstanding anything herein to the contrary, each Bank may assign all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitments and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor to one or more Bank Affiliates without the prior written consent of the Borrower. For purposes of this Section 13.13, “Bank Affiliate” shall mean (a) with respect to any Federal Reserve Bank. , (i) Notwithstanding anything an Affiliate of such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to the contrary contained herein, any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans may create a security interest in all and similar extensions of credit and is managed by the same investment advisor as such Bank or any portion by an Affiliate of the Loans owing such investment advisor. Each Bank Affiliate shall be deemed for purposes hereof to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwisean “Eligible Assignee.”

Sale or Assignment. (a) Each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it and the Note or Notes held by it); provided provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, the aggregate amount of the Loans being NEWY1\8114089.7 assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,0001,000,000; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Funding Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 (provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14, the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and NEWY1\8114089.7and (ii) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, each Bank assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements most recently delivered hereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Administrative Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Bank. (d) The Administrative Agent shall maintain at its address a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (1) accept such Assignment and Acceptance, (2) record the information contained therein in the Register and (3) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any assigning Bank has retained any Loans hereunder, a new Note to the order of such assigning Bank in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes and shall be dated the effective date of such Assignment and Acceptance. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.14. (f) Each Bank may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitments and the Note or Notes held by it); provided provided, however, that : (i) each such assignment assign- -------- ------- ment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agree- ment; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitments so assigned to such assignee pursuant to such assignment shall equal or exceed $5,000,000.00; (determined as iii) the Commitment of the date of the Assignment and Acceptance with respect to such assignment) each Bank shall in no event be not less than $5,000,000; 5,000,000.00 (iii) except in the case of an assignment subject only to a Person that, immediately prior reductions pursu- ant to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, Sections 3.6 and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed10 hereof); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit D --------- attached hereto and made a part hereof (the "Assignment and Acceptance"), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 2,000.00; and (provided, however, that for each v) any such assignment made as a result from one Bank to another Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) aggregate outstanding Commitments. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s 's rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Sub- sidiary or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument instru- ment or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Docu- ments, together with copies of the financial statements most recently delivered hereunder referred to in Section 6.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision deci- sion to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents docu- ments and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 12.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation recorda- tion of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “"Register”"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoD, --------- shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans Commitment assumed by it pursuant pur- suant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans a Commitment hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans Commitment retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit D attached hereto and made a part hereof. No assignment --------- Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitationlimita- tion, all or a portion of its Commitments, the Loans owing to it Commitment and the Note or Notes (if any) held by it); provided, however, that (1i) such each Bank’s 's obligations under ----------------- this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, ; (2ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Sections 2.3 and 3.6 to recover costs, losses and expenses in the circum- stances, and to the extent provided in Section 2.3, as though such participant were a Bank; provided, however, the amounts to -------- ------- which a participant shall be entitled to obtain pursuant to Sections 2.3 and 3.6 shall be determined by reference to such participant's selling Bank and shall be recoverable solely from such selling Bank and (4v) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such the selling Bank in connection with such Bank’s 's rights and obligations under this Agreement and the other Loan Documents; provided, however, -------- ------- the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (5) no participant under including the amount and the dates fixed for the payment of any such participation shall have any right to approve any amendment fees) or waiver the amount of any provision principal or the rate of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest payable on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date dates fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participationLoans, or the release of any Guarantor. Subject to the last two sentences obligations of this clause (f), the Borrower agrees that each hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections con- tained in Sections 2.3 and 3.6, no participant shall be entitled to the benefits a third party beneficiary of Section 2.9 (Increased Costs), 2.11 (Taxes) this Agreement and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive enforce any greater payment rights provided to its selling Bank against the Company under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank. (i) Notwithstanding anything to the contrary contained herein, any Bank that is a fund that invests in bank loans may create a security interest in all or any portion of the Loans owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

Sale or Assignment. (a) Each Subject to the prior written consent of the Agent and the Borrower, such consent not to be unreasonably withheld or delayed, each Bank may assign and, so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters), if demanded by the Borrower (pursuant to Section 2.15 (Replacement of Banks)) upon at least five Business Days’ notice to such Bank and the Administrative Agent, a Bank will assign, to one or more an Eligible Assignees Assignee all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans owing to it its Commitment and the Note or Notes held by it); provided provided, however, that : (i) each such assignment shall be of a uniformconstant, and not a varying, percentage of all rights and obligations under and in respect of the Loan Agreement; (ii) except in the case of an assignment of all of a Bank’s assigning Banks rights and obligations under this Agreement or any assignment to any Bank, an Affiliate of any Bank or an Approved Fund, Agreement; (ii) the aggregate amount of the Loans being NEWY1\8114089.7 Commitment or Loan so assigned to such assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than equal or exceed $5,000,000; 5,000,000.00; (iii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Bank, an Affiliate of any Bank or an Approved Fund, such assignment shall be approved by the Administrative Agent, and so long as no Default shall have occurred and be continuing pursuant to Section 9.1 (Failure to Pay Obligations When Due) or 9.7 (Bankruptcy and Other Matters) at the time of effectiveness of such assignment, the Borrower (in each case such approvals not to be unreasonably withheld or delayed); provided that no Borrower approval shall be required for any assignment made by HVB to any Eligible Assignee from the Closing Date through and including the two-month anniversary of the Closing Date; (iv) each such assignment made as a result of a demand by the Borrower pursuant to this Section 12.14 shall be made in accordance with Section 2.15 (Replacement of Banks); (v) no Bank shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 12.14 unless and until such Bank shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loans owing to such Bank, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Bank under this Agreement; (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance in the form of Exhibit C attached hereto and made a part hereof (the “Assignment and Acceptance”), together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 3,500.00 payable by the assigning Bank to the Agent; (provided, however, that for each iv) any such assignment made as from one Bank to another Bank that is not a result Defaulting Bank shall not require the consent of a demand by the Agent or the Borrower pursuant to this Section 12.14, if such assignment does not result in any Bank holding more than 60% of the aggregate outstanding Loans; and (v) any such assignment shall not require the consent of the Borrower if a Default or Event of Default shall pay to the Administrative Agent the applicable processing have occurred and recordation fee); and (vii) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an administrative questionnaire in the form prepared by the Administrative Agent. (b) is then continuing. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance, Acceptance is accepted by the Agent, (iA) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder under the Loan Documents, and NEWY1\8114089.7 (iiB) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 (Increased Costs), 2.11 (Taxes) and 12.2 (Reimbursement of Expenses)) to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all of or the remaining portion of an assigning Bank’s rights and obligations under this Agreementthe Loan Documents, such Bank shall cease to be a party heretothereto). (cb) By executing and delivering an Assignment and Acceptance, each the Bank assignor thereunder and each assignee the Eligible Assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; ; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Loan Party Subsidiary of the Borrower or the performance or observance by any Loan Party the Borrower of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; ; (iii) such assignee Eligible Assignee confirms that it has received a copy of this Agreementthe Loan Documents, together with copies of the financial statements most recently delivered hereunder referred to in Section 7.2 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; ; (iv) such assignee willEligible Assignee, independently and without reliance upon any Administrative the Agent, such assigning Bank Bank, or any other Bank and based on such documents and information as it shall deem appropriate at the time, will continue to make its own credit decisions in taking or not taking action under this Agreement; ; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the any Loan Documents Document as are delegated to such Administrative the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and NEWY1\8114089.7 (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations that which by the terms of this Agreement any Loan Document are required to be performed by it as a Bank. (dc) The Administrative Agent shall maintain at its address referred to in Section 13.4 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent Agent, and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreementthe Loan Documents. The Register shall be available for inspection by the Borrower or any Administrative Agent or any Bank at any reasonable time and from time to time upon reasonable prior notice. (ed) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assigneeBank, together with any Note or Notes subject to such assignment, the Administrative Agent shallAgent, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C heretoC, shall (1i) accept such Assignment and Acceptance, ; (2ii) record the information contained therein in the Register Register; and (3iii) give prompt notice thereof to the Borrower. In the case of any assignment by a Bank, within five Within three (3) Business Days after its receipt of such notice, the Borrower, Borrower at its own expense, shall execute and deliver to the Administrative Agent in exchange for the each surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Loans assumed by it pursuant to such Assignment and Acceptance and, if any the assigning Bank has retained any Loans hereunder, a new Note to the order of such the assigning Bank in an amount equal to the Loans retained by it hereunder. Such The new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such the surrendered Note or Notes and Notes, shall be dated the effective date of such Assignment and AcceptanceAcceptance and shall otherwise be in substantially the form of Exhibit C attached hereto and made a part hereof. No assignment Upon receipt by the Agent of each such new Note conforming to the requirements set forth in the preceding sentences, the Agent shall be effective for purposes of this Agreement unless it return to the Borrower each such surrendered Note marked to show that each such surrendered Note has been recorded in the Register as provided in this Section 12.14replaced, renewed, and extended by such new Note. (fe) Each Bank may sell participations to one or more Persons (banks or other than any Loan Party or any of its Affiliates) entities in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of the Note held by it); provided, however, that (i) each Bank’s obligations under this Agreement shall remain unchanged; (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) except as provided below, such Bank shall remain the holder of any such Note for all purposes of this Agreement; and (iv) the participating banks or other entities shall be entitled to the benefits of Section 2.9 to recover costs, losses and expenses in the circumstances, and to the extent provided in Section 2.9, as though such participant were a Bank; provided, however, the amounts to which a participant shall be entitled to obtain pursuant to Section 2.9 shall be determined by reference to such participant’s selling Bank and shall be recoverable solely from such selling Bank and (v) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank’s rights and obligations under this Agreement and the other Loan Documents; provided, however, the selling Bank may grant a participant rights with respect to amendments, modification or waivers with respect to any fees payable hereunder to such Bank (including the amount and the dates fixed for the payment of any such fees) or the amount of principal or the rate of interest payable on, the dates fixed for any payment of principal or interest on, the Loans, or the release of any obligations of the Borrower hereunder and under the other Loan Documents, or the release of any security for any of the Obligations. Except with respect to cost protections contained in Sections 2.9, no participant shall be a third party beneficiary of this Agreement and shall not be entitled to enforce any rights provided to its selling Bank against the Borrower under this Agreement. (f) Notwithstanding anything herein to the contrary, each Bank may pledge and assign all or any portion of its rights and interests under the Loan Documents to any Federal Reserve Bank. (g) Notwithstanding anything herein to the contrary, each Bank may assign all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Loans owing to it Commitments and the Note or Notes (if any) held by it); provided, however, that (1) such Bank’s obligations under this Agreement shall remain unchanged, (2) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (3) such Bank shall remain the holder of any such Note for all purposes of this Agreement, (4) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement and (5) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the NEWY1\8114089.7 extent subject to such participation, or release any Guarantor. Subject to the last two sentences of this clause (f), the Borrower agrees that each participant shall be entitled to the benefits of Section 2.9 (Increased Costs), 2.11 (Taxes) and 12.2(b) (Breakage Expenses) to the same extent as if it were a Bank and had acquired its interest by assignment. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 12.13 (Set-Off) as though it were a Bank, provided such participant agrees to be subject to Section 2.12 (Sharing of Payments, Etc.) as though it were a Bank. A participant shall not be entitled to receive any greater payment under Section 2.9 (Increased Costs) or 2.11 (Taxes) than the applicable Bank would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent. A participant that is organized under the laws of a jurisdiction outside the United States shall not be entitled to the benefits of Section 2.11 (Taxes) unless the Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with Section 2.11(e) as though it were a Bank. (g) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.14, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Bank. (h) Notwithstanding any other provision to the contrary set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement and the other Loan Documents (including, without limitation, the Loans owing to it and the Note or Notes held by it) in favor to one or more Bank Affiliates without the prior written consent of the Borrower. For purposes of this Section 13.13, “Bank Affiliate” shall mean (a) with respect to any Federal Reserve Bank. , (i) Notwithstanding anything an Affiliate of such Bank or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank and (b) with respect to the contrary contained herein, any Bank that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans may create a security interest in all and similar extensions of credit and is managed by the same investment advisor as such Bank or any portion by an Affiliate of the Loans owing such investment advisor. Each Bank Affiliate shall be deemed for purposes hereof to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, that unless and until such trustee actually becomes a Bank in compliance with the other provisions of this Section 12.14, (1) no such pledge shall release the pledging Bank from any of its obligations under the Loan Documents and (2) such trustee shall not be entitled to exercise any of the rights of a Bank under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwisean “Eligible Assignee.”