Common use of Successors and Assigns; Participation Clause in Contracts

Successors and Assigns; Participation. (a) This Note or any interest therein may be assigned by the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit of, and be binding upon, the Borrowers and the Lenders’ assigns. (b) Each Lender may at any time, without the consent of, or notice to, the Borrowers, sell participations to any Person in all or a portion of such Lender’s rights and/or obligations under this Note (including all or a portion of its the Loan owing to it); provided that (i) such Lender’s obligations under this Note shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of this Note, and (iv) the Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Note, and (v) each Lender shall be obligated to issue participant notes and keep a participant register in a manner consistent with the obligations of the Borrowers under the first sentence of Section 11.8.

Successors and Assigns; Participation.  (a) This Note At any time either concurrently with or any interest therein may be assigned by subsequent to the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms execution and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount delivery of this Note is not transferredAgreement, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer ZB, N.A. DBA NATIONAL BANK OF ARIZONA and recorded by the Borrowers in the register. The Borrowers its successors (“NBA”) may not assign to one or transfer this Note more banks or any other financial institutions (such banks and other financial institutions together with their permitted successors and assigns, each, an “Assignee”) all or portions of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit of, and be binding upon, the Borrowers obligations as a lender under this Agreement and the Lenders’ assigns. (b) Each Lender may at any timeother Acquisition Loan Documents, without the consent ofprovided, or notice tohowever, the Borrowers, sell participations to any Person in all or a portion of such Lender’s rights and/or obligations under this Note (including all or a portion of its the Loan owing to it); provided that (i) each such Lender’s assignment shall be of a constant, not a varying, percentage of such rights and obligations under this Note shall remain unchangedAgreement and the other Acquisition Loan Documents, (ii) the parties to each such Lender assignment shall execute and deliver to NBA, for its acceptance, such assignment documents (which shall include, without limitation, an assumption of NBA's obligations hereunder to the extent of such assignment) as NBA may require, (iii) Borrower shall execute and deliver (A) such replacement promissory notes as NBA may require to evidence such assignment and the respective portions of the Loan held by NBA and each Assignee and (B) such other documents as NBA may reasonably require in connection with such assignment; and (iv), such 6284.345.1224403.10 54 4/16/2018 assignments shall be subject to the Borrower's approval which shall not be unreasonably withheld or delayed, provided that Borrower shall not have a right to approve the Assignee or the assignment if (A) an Event of Default has occurred and is continuing, or (B) the Assignee is an Eligible Assignee. If any such approval is not withheld in writing with a statement of the reasons therefor within ten (10) days after NBA gives notice of such an assignment, such approval shall be deemed given. Upon such assignment and assumption, (i) to the extent of the interest assigned the (A) Assignee shall have the rights and obligations of a lender under the Acquisition Loan Documents and (B) the assignor (including, without limitation, NBA) shall be relieved of such obligations and (ii) the obligations of NBA and Assignee to fund the Loan shall be several in accordance with the portion of the Loan held by each, and not joint. Notwithstanding the foregoing sentence, in the event the Assignee is an Eligible Assignee and also an Affiliate of NBA, NBA shall not be relieved of its obligations under the Acquisition Loan Documents, and the obligations of NBA and such Affiliate to fund the Loan shall be joint and not several obligations. NBA and each Assignee may also transfer interests by way of participation; provided, in the case of the transfer of such a participation interest, (A) such selling party's obligations to the Borrower under this Agreement and the Acquisition Loan Documents shall remain unchanged; (B) such selling party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of this Note, ; and (ivC) parties to this Agreement and the Borrowers Acquisition Loan Documents shall continue to deal solely and directly with such Lender selling party in connection with such Lender’s selling party's rights and obligations under this NoteAgreement and the Acquisition Loan Documents. In order to facilitate such assignments and participations, the Borrower shall execute such further documents, instruments or agreements as Lender may reasonably require; provided, however, that Borrower shall not be responsible for any costs or expenses in connection with any such assignment or participation.  (b) Upon any assignment of less than all of NBA's interest in the Loan, (i) NBA will continue to act as administrative agent on behalf of all of lenders and (ii) NBA and each Assignee may enter into such co-lending or other agreements with all of the Assignees establishing (among other things) procedures for administration and enforcement of the Loan, voting on various matters, the terms under which NBA will act as administrative agent (and if applicable, collateral agent), the terms and conditions governing further assignments and participations by Assignee (if and to the extent further assignments are permitted by NBA), and enforcement of the Acquisition Loan Documents; provided, however, that under no circumstances will any such agreements between NBA and any Assignee alter, amend, change or result in the alteration, amendment or change to any of the terms and conditions of this Agreement, without Borrower's prior written consent. So long as NBA is acting as administrative agent, Borrower shall only be required and permitted to provide notices to and seek consents and approvals through NBA and Borrower shall not communicate directly with the Assignees, unless expressly approved by NBA. (vc) Without limiting the other provisions of this Section, from and after each Lender assignment permitted pursuant to this Section (other than assignments by NBA of its entire interest in the Loan): (i) all grants of collateral security (including, without limitation, each deed of trust, mortgage, security agreement, assignment of rents and leases, and other assignments for security in the Acquisition Loan Documents shall be obligated deemed made to issue participant notes NBA in its capacity as administrative agent for the pro rata benefit of NBA and keep a participant register in a manner consistent with the Assignees as lenders; (ii) all obligations and liabilities of Borrower pursuant to the Acquisition Loan Documents shall be deemed to inure to the pro rata benefit of NBA and the Assignees as lenders; and (iii) all indemnity and reimbursement obligations of Borrower shall be in favor of NBA and Assignees in accordance with their pro rata interests and in 6284.345.1224403.10 55 4/16/2018 the Borrowers under case of indemnities shall include all named indemnified parties of NBA and Assignee (for example an indemnity in favor of a party and its officers, directors, agents, and employees shall be for the first sentence benefit of Section 11.8the officers, directors, agents, and employees of each of NBA and the Assignee); provided that any obligation of the Borrower to reimburse for out of pocket costs and expenses of any party shall be deemed to refer to the party incurring such costs and expenses. (d) As used herein, “Eligible Assignee” means (i) NBA or any of its Affiliates or (ii) any other bank or financial institution that has assets of at least $5,000,000,000; provided that the identity of the Eligible Assignee (in the case of clause (ii)) shall be subject to prior written approval of Borrower, which will not be unreasonably withheld or delayed. 

Successors and Assigns; Participation. (a) This Note or any interest therein may Agreement shall be assigned by binding upon and inure to the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) benefit of the Internal Revenue CodeBorrowers, as amended; provided thatthe Lender, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name all future holders of the assignee or transferee with terms Obligations and conditions identical to those herein their respective successors and reflecting assigns, except that the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers Borrower may not assign or transfer this Note or any of its rights hereunder or obligations under this Agreement without the prior written consent of the LendersLender. This Note shall inure to the benefit of, and which consent may be binding upon, the Borrowers and the Lenders’ assignsgranted or withheld in Lender’s sole discretion. (b) Each Lender may at any time, shall have the right without the consent of or notice to Borrower to sell, transfer, negotiate, or grant participations in all or any part of, or notice toany interest in, Lender’s obligations, rights, and benefits hereunder, subject to the Borrowersprovisions of this Section 13.3. Lender may sell, sell negotiate or grant participations to any Person other parties in all or a portion part of such Lender’s rights and/or the obligations of the Borrower outstanding under this Note (including all or a portion of its the Loan owing Documents, without notice to it)or the approval of Borrower; provided that (i) any such Lender’s obligations under sale, negotiation or participation shall be in compliance with the applicable federal and state securities laws and the other requirements of this Note shall remain unchangedSection 13.3. Notwithstanding the sale, (ii) such negotiation or grant of participations, Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of its obligations under this NoteAgreement, and (iv) the Borrowers Borrower shall continue to deal solely and directly with such Lender in connection with this Agreement and the other Loan Documents. The grant of a participation interest shall be on such Lender’s terms as Lender determines are appropriate, provided only that the holder of such a participation interest shall not have any of the rights and obligations of Lender under this NoteAgreement except, and (v) each Lender if the participation agreement so provides, rights to demand the payment of costs of the type described in Section 3.4, provided that the aggregate amount that the Borrower shall be obligated required to issue participant notes and keep a participant register in a manner consistent pay under Section 3.4 with the obligations respect to any ratable share of the Borrowers under Maximum Commitment or any Advance (including amounts paid to participants) shall not exceed the first sentence of Section 11.8amount that Borrower would have had to pay if no participation agreements had been entered into.

Successors and Assigns; Participation. (a) This Note or any interest therein may be assigned by the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms The Loan Documents bind and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit ofof the parties hereto, any intended beneficiary thereof, and be binding uponeach of their respective successors and permitted assigns. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Borrowers and the Lenders’ assignsObligation, except as permitted by this Section 14.12. (b) Any Lender may, in the ordinary course of its business, at any time sell to one or more Persons (each a "Participant") participating interests in all or any part of its Rights and obligations under the Loan Documents. The selling Lender shall remain a "Lender" under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Documents and shall remain the holder of its share of the Principal Debt for all purposes under this Agreement. Borrower and Agent shall continue to deal solely and directly with the selling Lender in connection with that Lender's Rights and obligations under the Loan Documents. Participants have no Rights under the Loan Documents, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of Section 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to that Lender under Section 3 calculated as though no participation have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Document, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Documents or reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement). (c) Any Lender may at any time, in the ordinary course of its business, assign to any Eligible Assignee (each a "Purchaser") all or any part (but if less than all, then not less than $5,000,000) of its Rights and obligations under the Loan Documents. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of the attached Exhibit G. Each assignment under this Section 14.12(c) shall include a ratable interest in the assigning Lender's Rights and obligations under the Facility. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Agent and the recordation thereof in the Register provided for in Section 14.12(d) and (ii) with respect to each assignment after the completion of the primary syndication of the Facility, payment of a fee of $3,500 from the transferor to Agent, from and after the effective date specified in the assignment agreement (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement to a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders or Agent shall be required. Upon the consummation of any transfer to a Purchaser under this clause (c), the then-existing Schedule 1 shall automatically be deemed to reflect the name, address and Committed Sum of such Purchaser, Agent shall deliver to Borrower and Lenders an amended Schedule 1 reflecting those changes, and Borrower shall execute and deliver to the Purchaser and, if applicable, such Lender, a Note in the face amount of its Committed Sum and the transferor Lender shall return to Borrower the Note previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this section as if it were a Lender signatory to this Agreement as of the date of this Agreement. (d) Agent shall maintain at its address on Schedule 1 a copy of each Lender assignment agreement delivered to it in accordance with the terms of Section 14.12(c) and a register for the recordation of the principal amount, Type and Interest Period of each Loan and the names, addresses and Committed Sums of each Lender from time to time (the "Register"). Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) This Section 14.12 relates to absolute assignments and, notwithstanding Section 14.12(a), does not prohibit assignments creating security interests. Specifically, without limitation, any Lender may at any time, without the consent ofof Borrower or Agent, or notice to, the Borrowers, sell participations to any Person in assign all or a portion of such Lender’s rights and/or obligations under this Note (including all or a portion any part of its Rights under the Loan owing Documents to it); provided that (i) such Lender’s a Federal Reserve Bank without releasing the transferor Lender from its obligations under this Note shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of this Note, and (iv) the Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Note, and (v) each Lender shall be obligated to issue participant notes and keep a participant register in a manner consistent with the obligations of the Borrowers under the first sentence of Section 11.8thereunder.

Successors and Assigns; Participation. (a) This Note or any interest therein may be assigned by the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms The Loan Papers bind and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit ofof the parties hereto, any intended beneficiary thereof, and be binding uponeach of their respective successors and permitted assigns. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Borrowers and the Lenders’ assignsObligation, except as permitted by this Section 14.12. (b) Each Any Lender may may, in the ordinary course of its business, at any time, without the consent of, time sell to one or notice to, the Borrowers, sell participations to any Person more Persons (each a "Participant") participating interests in all or any part of its Rights and obligations under the Loan Papers. The selling Lender shall remain a portion of such "Lender’s rights and/or " under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Note (including all or a portion of its the Loan owing to it); provided that (i) such Lender’s obligations under this Note Agreement shall remain unchanged, (ii) such . The selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender its obligations under the Loan Papers and shall remain the holder of its share of the Principal Debt for all purposes under this Note, Agreement. Borrower and (iv) the Borrowers Agent shall continue to deal solely and directly with such the selling Lender in connection with such that Lender’s rights 's Rights and obligations under the Loan Papers. Participants have no Rights under the Loan Papers, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of Section 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to that Lender under Section 3 calculated as though no participation have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Papers or reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this NoteAgreement). (c) Any Lender may at any time, in the ordinary course of its business, assign to any Eligible Assignee (each a "Purchaser") all or any part (but if less than all, then not less than $5,000,000) of its Rights and obligations under the Loan Papers. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of the attached Exhibit G. Each assignment under this Section 14.12(c) shall include a ratable interest in the assigning Lender's Rights and obligations under the Facility. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Agent and the recordation thereof in the Register provided for in Section 14.12(d) and (ii) with respect to each assignment after the completion of the primary syndication of the Facility, payment of a fee of $3,500 from the transferor to Agent, from and after the effective date specified in the Assignment Agreement (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and (v) each the transferor Lender shall be obligated released from its obligations under this Agreement to issue participant notes a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders or Agent shall be required. Upon the consummation of any transfer to a Purchaser under this clause (c), the then-existing Schedule 1 shall automatically be deemed to reflect the name, address and keep Committed Sum of such Purchaser, Agent shall deliver to Borrower and Lenders an amended Schedule 1 reflecting those changes, and Borrower shall execute and deliver to the Purchaser and, if applicable, such Lender, a participant register Note in the face amount of its Committed Sum and the transferor Lender shall return to Borrower the Note previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this section as if it were a manner consistent Lender signatory to this Agreement as of the date of this Agreement. (d) Agent shall maintain at its address on Schedule 1 a copy of each Lender assignment agreement delivered to it in accordance with the obligations terms of Section 14.12(c) and a register for the recordation of the Borrowers under principal amount, Type and Interest Period of each Loan and the first sentence names, addresses and Committed Sums of each Lender from time to time (the "Register"). Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) This Section 11.8.14.12 relates to absolute assignments and, notwithstanding

Successors and Assigns; Participation. (a) This Note or any interest therein may be assigned by the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms The Loan Papers bind and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit ofof the parties hereto, any intended beneficiary thereof, and be binding uponeach of their respective successors and permitted assigns. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Borrowers and the Lenders’ assignsObligation, except as permitted by this SECTION 14.12. (b) Each Any Lender may may, in the ordinary course of its business, at any time, without the consent of, time sell to one or notice to, the Borrowers, sell participations to any Person more Persons (each a "PARTICIPANT") participating interests in all or any part of its Rights and obligations under the Loan Papers. The selling Lender shall remain a portion of such "Lender’s rights and/or " under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Note (including all or a portion of its the Loan owing to it); provided that (i) such Lender’s obligations under this Note Agreement shall remain unchanged, (ii) such . The selling Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender its obligations under the Loan Papers and shall remain the holder of its share of the Principal Debt for all purposes under this Note, Agreement. Borrower and (iv) the Borrowers Agent shall continue to deal solely and directly with such the selling Lender in connection with such that Lender’s rights 's Rights and obligations under the Loan Papers. Participants have no Rights under the Loan Papers, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of SECTION 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to that Lender under SECTION 3 calculated as though no participation have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Papers or reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this NoteAgreement). Except in the case of the sale of a participating interest to another Lender, the relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participation in, or otherwise encumbering its portion of the Obligation. (c) Any Lender may at any time, in the ordinary course of its business, (i) without the consent of Borrower or Agent, assign all or any part of its Rights and obligations under the Loan Papers to any of its Affiliates (each a "PURCHASER") and (ii) upon the prior written consent of Borrower (if no Default or Potential Default exists) and Agent (which will not be unreasonably withheld), assign to any other Person (each of which is also a "PURCHASER") all or any part (but if less than all, then not less than $5,000,000) of its Rights and obligations under the Loan Papers. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of the attached EXHIBIT H. Each assignment under this SECTION 14.12(C) shall include a ratable interest in the assigning Lender's Rights and obligations under the Facility with respect to the Tranche or Tranches affected by such assignment. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Agent and the recordation thereof in the Register provided for in SECTION 14.12(D) and (ii) with respect to each assignment after the completion of the primary syndication described above, payment of a fee of $3,500 from the transferor to Agent, from and after the effective date specified in the Assignment Agreement (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and (v) each the transferor Lender shall be obligated released from its obligations under this Agreement to issue participant notes a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders or Agent shall be required. Upon the consummation of any transfer to a Purchaser under this clause (c), the then-existing SCHEDULE 1 shall automatically be deemed to reflect the name, address, Revolving Credit Commitment, Tranche A Commitment, and/or Tranche B Commitment, as the case may be, and keep Committed Sum of such Purchaser, Agent shall deliver to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes, Borrower shall execute and deliver to each of the transferor Lender and the Purchaser a participant register Note or Notes, as applicable, in the face amount of its Revolving Credit Commitment, Tranche A Commitment, and/or Tranche B Commitment, as the case may be, following transfer, and, upon receipt of its new Note or Notes, as applicable, the transferor Lender shall return to Borrower the relevant Note or Notes previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this section as if it were a manner consistent Lender signatory to this Agreement as of the date of this Agreement. (d) Agent shall maintain at its address on SCHEDULE 1 a copy of each Lender assignment agreement delivered to it in accordance with the obligations terms of SECTION 14.12(C) and a register for the recordation of the Borrowers under principal amount, Type and Interest Period of each Loan and the first sentence names, addresses and Commitments of Section 11.8each Lender from time to time (the "REGISTER"). Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice.

Successors and Assigns; Participation. (a) This Note The Loan Papers bind and inure to the benefit of the parties hereto, any intended beneficiary thereof, and each of their respective successors and permitted assigns. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligation, except as permitted by this SECTION 14.12. (b) Any Lender may, in the ordinary course of its business, at any time sell to one or more Persons (each a "PARTICIPANT") participating interests in all or any interest therein may be assigned by part of its Rights and obligations under the Lenders to any Person who is Loan Papers. The selling Lender shall remain a “United States person” as defined in Section 7701(a)(30"Lender" under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Papers and shall remain the holder of its share of the Internal Revenue CodePrincipal Debt for all purposes under this Agreement. Borrower and Agent shall continue to deal solely and directly with the selling Lender in connection with that Lender's Rights and obligations under the Loan Papers. Participants have no Rights under the Loan Papers, other than certain voting Rights as amended; provided thatbelow. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of SECTION 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any such assignment amount in excess of the amount that would be due to that Lender under SECTION 3 calculated as though no participation have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or transfer shall be evidenced waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Papers or reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement). Except in the issuance case of the sale of a new Note by participating interest to another Lender, the Borrowers relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participation in, or otherwise encumbering its portion of the Obligation. (c) Any Lender may at any time, in the name ordinary course of its business, (i) without the assignee consent of Borrower or transferee with terms Agent, assign all or any part of its Rights and conditions identical obligations under the Loan Papers to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without Affiliates (each a "PURCHASER") and (ii) upon the prior written consent of Borrower (if no Default or Potential Default exists) and Agent (which will not be unreasonably withheld), assign to any other Person (each of which is also a "PURCHASER") all or any part (but if less than all, then not less than $5,000,000) of its Rights and obligations under the LendersLoan Papers. This Note In each case, the Purchaser shall inure assume those Rights and obligations under an assignment agreement substantially in the form of the attached EXHIBIT H. Each assignment under this SECTION 14.12(c) shall include a ratable interest in the assigning Lender's Rights and obligations under the Facility with respect to the benefit ofTranche or Tranches affected by such assignment. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Agent and the recordation thereof in the Register provided for in SECTION 14.12(d) and (ii) with respect to each assignment after the completion of the primary syndication described above, payment of a fee of $3,500 from the transferor to Agent, from and after the effective date specified in the Assignment Agreement (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and the transferor Lender shall be binding uponreleased from its obligations under this Agreement to a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders or Agent shall be required. Upon the consummation of any transfer to a Purchaser under this clause (c), the Borrowers then-existing SCHEDULE 1 shall automatically be deemed to reflect the name, address, Revolving Credit Commitment, Tranche A Commitment, and/or Tranche B Commitment, as the case may be, and Committed Sum of such Purchaser, Agent shall deliver to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes, Borrower shall execute and deliver to each of the transferor Lender and the Lenders’ assignsPurchaser a Note or Notes, as applicable, in the face amount of its Revolving Credit Commitment, Tranche A Commitment, and/or Tranche B Commitment, as the case may be, following transfer, and, upon receipt of its new Note or Notes, as applicable, the transferor Lender shall return to Borrower the relevant Note or Notes previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this section as if it were a Lender signatory to this Agreement as of the date of this Agreement. (bd) Each Agent shall maintain at its address on SCHEDULE 1 a copy of each Lender assignment agreement delivered to it in accordance with the terms of SECTION 14.12(c) and a register for the recordation of the principal amount, Type and Interest Period of each Loan and the names, addresses and Commitments of each Lender from time to time (the "REGISTER"). Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) This SECTION 14.12 relates to absolute assignments and, notwithstanding SECTION 14.12(a), does not prohibit assignments creating security interests. Specifically, without limitation, any Lender may at any time, without the consent ofof Borrower or Agent, or notice to, the Borrowers, sell participations to any Person in assign all or a portion of such Lender’s rights and/or obligations under this Note (including all or a portion any part of its Rights under the Loan owing Papers to it); provided that (i) such Lender’s a Federal Reserve Bank without releasing the transferor Lender from its obligations under this Note shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of this Note, and (iv) the Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Note, and (v) each Lender shall be obligated to issue participant notes and keep a participant register in a manner consistent with the obligations of the Borrowers under the first sentence of Section 11.8thereunder.

Successors and Assigns; Participation. (a) This Note or any interest therein may Agreement shall be assigned by binding upon and inure to the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) benefit of the Internal Revenue CodeBorrower, as amended; provided thatthe Lenders, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name Administrative Agent, all future holders of the assignee or transferee with terms and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name obligations of the applicable Lender Borrower owing hereunder and their respective successors and assigns; provided, however, that the Borrower shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note any or any of all its rights and obligations hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit of, and be binding upon, the Borrowers and the Lenders’ assignseach Lender. (b) Each Any Lender may may, in the ordinary course of its commercial banking or lending business and in accordance with applicable law, at any time, without the consent of, time sell to one or notice tomore banks or other entities ("Participants") participating interests in any Loan owing to such Lender, the Borrowers, sell participations to any Person in all or a portion Commitment of such Lender or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s rights and/or 's obligations under this Note (including all or a portion of its Agreement to the Loan owing other parties to it); provided that (i) such Lender’s obligations under this Note Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligationsthereof, (iii) such Lender shall remain the holder of its Commitment and its Loans for all purposes under this Note, Agreement and (iv) the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this NoteAgreement. The Borrower agrees that each Participant shall be entitled to the benefits, and subject to the requirements, of Sections 2.17, 2.18, 2.19, 2.20, 2.23 and 10.5 with respect to its participation in the Commitment and the Loans outstanding from time to time; provided, however, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. In the event of any such sale by a selling Lender of a participating interest to a Participant the selling Lender shall not grant any such Participant any voting rights or veto power over any action by the selling Lender under this Agreement, except that the selling Lender may agree not to take any action which would require the consent of such selling Lender under Section 10.1(a) or (b) without the consent of such Participant. (c) Any Lender may, in the ordinary course of its commercial banking or lending business and in accordance with applicable law, (i) at any time sell all or any part of its rights and obligations under this Agreement to any Lender or any affiliate thereof and (ii) with the consent of the Administrative Agent and the Borrower (which in each case shall not be unreasonably withheld or delayed) and subject to at least 10 days' advance notice to the Rating Agencies, sell to one or more additional banks or financial institutions ("Purchasing Lenders"), all or any part of its rights and obligations under this Agreement, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit A (an "Assignment and Acceptance"), executed by such Purchasing Lender, such transferor Lender (and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof, by the Administrative Agent and the Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register (as defined below); provided that (A) such Purchasing Lender is an Eligible Assignee, (B) such Purchasing Lender delivers to the Rating Agencies such opinions of counsel as may be required by the Rating Agencies as to the enforceability of this Agreement against such Purchasing Lender, (C) such Assignment and Acceptance is accompanied by a confirmation by each Rating Agency of the ratings of the outstanding Commercial Paper and (D) after giving effect to any such assignment (other than an assignment of all of a Lender's interests under this Agreement), the transferor Lender (together with any Lender which is an affiliate of such transferor Lender) shall retain a Commitment and/or Loans aggregating not less than $5,000,000. Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date (as defined in the Assignment and Acceptance) determined pursuant to the Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (vy) the transferor Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement. (d) The Administrative Agent shall maintain at its address referred to in Section 10.2 a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitment of and the principal amount of any Loans of each Lender from time to time. The entries in the Register shall be obligated to issue participant notes conclusive, in the absence of manifest error, and keep a participant register the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in a manner consistent with the obligations Register as the owner of the Borrowers under Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the first sentence Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of Section 11.8an Assignment and Acceptance executed by a transferor Lender and a Purchasing Lender (and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof, by the Borrower and the Administrative Agent), together with payment to the Administrative Agent of a registration and processing fee of $3,000, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the Transfer Effective Date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrower. (f) The Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession which has been delivered to such Lender pursuant to this Agreement or which has been delivered to such Lender in connection with such Lender's credit evaluation prior to becoming a party to this Agreement; provided, that, prior to any such disclosure of information designated by the Borrower as confidential, each Transferee or prospective Transferee shall execute an agreement whereby such Transferee or prospective Transferee shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information. (g) Nothing herein shall prohibit any Lender from pledging or assigning all or any portion of its Loans to any Federal Reserve Bank in accordance with applicable law. In order to facilitate such pledge or assignment, the Borrower hereby agrees that, upon the request of any Lender at any time and from time to time after the Borrower has made its initial borrowing hereunder, the Borrower shall provide to such Lender, at the Borrower's expense, a promissory note (each, a "Note"), substantially in the form of Exhibit I, evidencing the Loans made by such Lender.

Successors and Assigns; Participation. (a) This Note or any interest therein may be assigned by the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms The Loan Papers bind and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit ofof the parties hereto, any intended beneficiary thereof, and be binding uponeach of their respective successors and permitted assigns. Lender may not transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Borrowers and the Lenders’ assignsObligation, except as permitted by this SECTION 13.12. (b) Each Lender may may, in the ordinary course of its business, at any time, without the consent of, time sell to one or notice to, the Borrowers, sell participations to any Person more Participants participating interests in all or any part of its Rights and obligations under the Loan Papers. Lender shall remain a portion of such "Lender’s rights and/or " under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Note (including all or a portion of its the Loan owing to it); provided that (i) such Lender’s obligations under this Note Agreement shall remain unchanged, (ii) such . Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender its obligations under the Loan Papers and shall remain the holder of the Principal Debt for all purposes under this Note, and (iv) the Borrowers Agreement. Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights 's Rights and obligations under this Notethe Loan Papers. Participants have no Rights under the Loan Papers, and other than certain voting Rights as provided below. Subject to the following, Lender may obtain (von behalf of its Participants) each Lender shall be the benefits of SECTION 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to issue participant notes and keep a participant register pay any amount in a manner consistent with the obligations excess of the Borrowers amount that would be due to that Lender under SECTION 3 calculated as though no participation have been made. Lender may not sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the first sentence Loan Papers or reduces the interest rate or the amount of Section 11.8principal or fees applicable to the Obligation (except reductions contemplated by this Agreement). The relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participation in, or otherwise encumbering its portion of the Obligation.

Successors and Assigns; Participation. (a) This Note or any interest therein may be assigned by the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms The Loan Papers bind and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lenders. This Note shall inure to the benefit ofof the parties hereto, any intended beneficiary thereof, and be binding uponeach of their respective successors and permitted assigns. No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Borrowers and the Lenders’ assignsObligation, except as permitted by this SECTION 14.12. (b) Any Lender may, in the ordinary course of its business, at any time sell to one or more Persons (each a "PARTICIPANT") participating interests in all or any part of its Rights and obligations under the Loan Papers. The selling Lender shall remain a "Lender" under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Papers and shall remain the holder of its share of the Principal Debt for all purposes under this Agreement. Borrower and Agent shall continue to deal solely and directly with the selling Lender in connection with that Lender's Rights and obligations under the Loan Papers. Participants have no Rights under the Loan Papers, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of SECTION 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to that Lender under SECTION 3 calculated as though no participation have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Papers or reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement). (c) Any Lender may at any time, in the ordinary course of its business, assign to any Eligible Assignee (each a "PURCHASER") all or any part (but if less than all, then not less than $5,000,000) of its Rights and obligations under the Loan Papers. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of the attached EXHIBIT G. Each assignment under this SECTION 14.12(C) shall include a ratable interest in the assigning Lender's Rights and obligations under the Facility. Upon (i) delivery of an executed copy of the assignment agreement to Borrower and Agent and the recordation thereof in the Register provided for in SECTION 14.12(D) and (ii) with respect to each assignment after the completion of the primary syndication of the Facility, payment of a fee of $3,500 from the transferor to Agent, from and after the effective date specified in the Assignment Agreement (which shall be after the date of delivery), the Purchaser shall for all purposes be a Lender party to this Agreement and shall have all the Rights and obligations of a Lender under this Agreement to the same extent as if it were an original party to this Agreement with commitments as set forth in the assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement to a corresponding extent, and, except as provided in the following sentence, no further consent or action by Borrower, Lenders or Agent shall be required. Upon the consummation of any transfer to a Purchaser under this clause (c), the then-existing SCHEDULE 1 shall automatically be deemed to reflect the name, address and Committed Sum of such Purchaser, Agent shall deliver to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes, and Borrower shall execute and deliver to the Purchaser and, if applicable, such Lender, a Note in the face amount of its Committed Sum and the transferor Lender shall return to Borrower the Note previously delivered to it under this Agreement. A Purchaser is subject to all the provisions in this section as if it were a Lender signatory to this Agreement as of the date of this Agreement. (d) Agent shall maintain at its address on SCHEDULE 1 a copy of each Lender assignment agreement delivered to it in accordance with the terms of SECTION 14.12(C) and a register for the recordation of the principal amount, Type and Interest Period of each Loan and the names, addresses and Committed Sums of each Lender from time to time (the "REGISTER"). Agent will make reasonable efforts to maintain the accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) This SECTION 14.12 relates to absolute assignments and, notwithstanding SECTION 14.12(A), does not prohibit assignments creating security interests. Specifically, without limitation, any Lender may at any time, without the consent ofof Borrower or Agent, or notice to, the Borrowers, sell participations to any Person in assign all or a portion of such Lender’s rights and/or obligations under this Note (including all or a portion any part of its Rights under the Loan owing Papers to it); provided that (i) such Lender’s a Federal Reserve Bank without releasing the transferor Lender from its obligations under this Note shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of this Note, and (iv) the Borrowers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Note, and (v) each Lender shall be obligated to issue participant notes and keep a participant register in a manner consistent with the obligations of the Borrowers under the first sentence of Section 11.8thereunder.

Successors and Assigns; Participation. (a) This Note Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or any interest therein may be assigned by on behalf of the Lenders Borrowers, the Administrative Agent or the Banks that are contained in this Agreement shall bind and inure to any Person who is a “United States person” the benefit of their respective successors and permitted assigns. Except as defined expressly provided in Section 7701(a)(30) of the Internal Revenue Code5.05, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers no Borrower may not assign or transfer this Note or any of its rights or obligations hereunder without the prior written consent of all the Lenders. This Note shall inure to the benefit of, and be binding upon, the Borrowers and the Lenders’ assignsBanks. (b) Each Lender Bank may at any time, without the consent ofof any Borrower, with respect to such Bank's Commitment and the Loans owing to it and the Note or notice to, the BorrowersNotes held by it, sell participations participation to one or more banks or other entities (including any Person Bank or any Affiliate of any Bank) in all or a portion of such Lender’s its rights and/or and obligations under this Note (including all or a portion of its the Loan owing to it)Agreement; provided provided, however, that (i) such Lender’s the selling Bank's obligations under this Note Agreement shall remain unchanged, (ii) such Lender Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions contained in Article II and Section 9.04, but only to the extent that such Lender shall remain protection would have been available to the holder of this Noteselling Bank, calculated as if no such participation had been sold and (iv) the Borrowers Borrowers, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Lender the selling Bank in connection with such Lender’s Bank's rights and obligations under this NoteAgreement; provided, however, that each Bank shall retain the sole right and (v) each Lender shall be obligated responsibility to issue participant notes and keep a participant register in a manner consistent with enforce the obligations of the Borrowers relating to the Loans including the right to approve any amendment, modification or waiver of any provision of this Agreement; and further provided, however, the selling Bank may grant a participant rights consistent with this Agreement with respect to (x) amendments, modifications or waivers with respect to any fees payable hereunder (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, or the dates fixed for any payment of principal of or interest on, the Loans and (y) amendments, modifications or waivers to, or release of, the Guaranty. (c) With the prior written consent of the Company (which consent shall not be unreasonably withheld), a Bank may assign to one or more Eligible Assignees, and without the consent of the Company, a Bank may assign to an Affiliate of such Bank or to another Bank, all or a portion of its interests, rights, and obligations under this Agreement (including all or a portion of its Commitment and the first sentence same portion of Section 11.8the Loans at the time owing to it and the Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement and, in the event such Bank is assigning less than all of its interests, rights and obligations under this Agreement (unless the Company shall otherwise agree) shall be not less than $25,000,000 of such Bank's Commitment hereunder and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register (as defined below), an Assignment and Acceptance in the form of Exhibit 9.11 hereto (an "Assignment and Acceptance"), together with a properly completed Administrative Questionnaire, any Note or Notes subject to such assignment and a processing and recordation fee of $3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof (x) the Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder and (y) the assignor Bank thereunder shall, to the extent provided in such Assignment and Acceptance, 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).

Successors and Assigns; Participation. (a) This Note or any interest therein may The provisions of this Agreement shall be assigned by binding upon and inure to the Lenders to any Person who is a “United States person” as defined in Section 7701(a)(30) benefit of the Internal Revenue Codeparties hereto and their respective successors and assigns permitted hereby, as amended; provided that, any such assignment or transfer shall be evidenced by the issuance of a new Note by the Borrowers in the name of the assignee or transferee with terms and conditions identical to those herein and reflecting the principal amount transferred thereto and recorded by a register retained by the Borrowers. If the entire principal amount of this Note is not transferred, a new Note in the name of the applicable Lender shall also be issued by the Borrowers reflecting the principal amount remaining after the transfer and recorded by the Borrowers in the register. The Borrowers except that Borrower may not assign or otherwise transfer this Note or any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the Lenders. This Note shall inure provisions of subsection (b) of this section, (ii) by way of participation in accordance with the provisions of subsection (d) of this section, or (iii) by way of pledge or assignment of a security interest subject to the benefit restrictions of subsection (f) or (i) of this section, or (iv) to an SPC in accordance with the provisions of subsection (h) of this section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Committed Sum and the Loans (including for purposes of this subsection (b), participations in L/Cs) at the time owing to it); provided, that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Committed Sum and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in subsection (g) of this section) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption hereto with respect to such assignment is delivered to Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Committed Sum assigned; (iii) any assignment of a Committed Sum must be approved by Administrative Agent unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.13, 3.14, 3.17, 8.7 and 14.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this section. Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of Lenders, and the Committed Sums of, and principal amounts of the Loans and L/C Exposure owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be binding uponconclusive, and Borrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Borrowers Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and the Lenders’ assigns. (b) Each any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any Lender may at any time, without the consent of, or notice to, the BorrowersBorrower or Administrative Agent, sell participations to any Person (other than a natural person or Borrower or any of Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender’s 's rights and/or obligations under this Note Agreement (including all or a portion of its Committed Sum and/or the Loan Loans (including such Lender's participations in L/C Obligations) owing to it); provided provided, that (i) such Lender’s 's obligations under this Note Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, obligations and (iii) such Lender shall remain Borrower, Administrative Agent and the holder of this Note, and (iv) the Borrowers other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this NoteAgreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 14.12 that directly affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.13, 3.14 or 3.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.16 as though it were a Lender (provided such Participant agrees to be subject to Section 3.11 as though it were a Lender). A Participant shall not be entitled to receive any greater payment under Section 3.13 or 3.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.14 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with the tax provisions of this Agreement as though it were a Lender. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. As used herein, the following terms have the following meanings: Eligible Assignee means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) Administrative Agent, and (vii) unless a Default has occurred and is continuing, Borrower (each Lender such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall be obligated to issue participant notes and keep a participant register in a manner consistent with not include Borrower, any of Borrower's Affiliates, or the obligations of the Borrowers under the first sentence of Section 11.8Companies.