Common use of Successors and Assigns; Participations and Assignments Clause in Contracts

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such LenderLxxxxx’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such LenderLxxxxx’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable laws, at any time sell to one or more Eligible Lenders Persons as permitted by law (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, Borrower hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender The Borrower agrees that sells a participation if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, acting solely for to the maximum extent permitted by applicable laws, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this purpose Agreement to the same extent as if the amount of its participating interest were owing directly to it as a non-fiduciary agent Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.11, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion amount of the participation transferred by such transferor Lender to such 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 had no 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants Borrower (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender (and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the RegistrantsAgent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that that, unless waived by the Administrative Agent, such assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 1,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the BorrowersBorrower, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no the Borrower shall not have an obligation to reimbursereimburse unless such assignment is made pursuant to Section 2.12(b)), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each the Borrower. (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent Lender and their respective successors and assigns, except that, except as may otherwise be provided herein, that neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each the Lender. (b) Any The Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender Advance or any other interest of such the Lender hereunder and under the other Loan Documents. In the event of any such sale by a the Lender of a participating interest to a Participant, such the Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such the Lender shall remain solely responsible for the performance thereof, such the Lender shall remain the holder of any such Loan Advance for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such the Lender in connection with such the Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any the Lender may grant such a participating interest shall provide that such the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such the Lender will not agree to any modification, amendment or waiver of this Agreement described that shall reduce the amount or extend the scheduled date of maturity of any Advance or of any installment thereof, or reduce the stated rate of any interest or fee or any other amount payable hereunder or extend the scheduled date of any payment thereof, in clauses (i) through (ix) of the proviso in Section 9.1 each case without the consent of the Participant. Each Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as the Lender under this Agreement. Each Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.8 and (ii) 2.13 with respect to its participation in the Advances outstanding from time to time as if it were the Lender; provided, that no Participant may obtain voting rights limited shall be entitled to changes receive any greater amount pursuant to any such Section than the Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by the Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any The Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time time, with notice to the Borrowers, assign to any Lender of its Affiliate (but only if such Affiliate, together with the Lender’s other Affiliates, does not own of record 5% or any more of the outstanding voting securities of a Borrower and only if such Affiliate thereof that is an Eligible Lender Assignee) or, with the consent of the Administrative Agent Borrowers (which shall not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional any Eligible Lender (an “Assignee”) Assignee all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the RegisterDocuments; provided, however, that partial assignments to entities Eligible Assignees other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, or an integral multiple of $1,000,000 in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount)excess thereof. Upon such execution, delivery, acceptance and recording, from From and after the effective date of any assignment as determined pursuant to the agreement or instrument governing such Assignment and Acceptanceassignment, (x) the Eligible Assignee thereunder shall be a party hereto (the “Assignee”) and, to the extent provided in such Assignment and Acceptanceagreement or instrument, have the rights and obligations of a the Lender hereunder with a Commitment as set forth thereinhereunder, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptanceagreement or instrument, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations as Lender under this Agreement, provided that, upon any such assigning assignment, the Lender shall cease act as agent for such Assignee under this Agreement pursuant to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect the terms of the period prior agreement or instrument governing such assignment, which terms shall be satisfactory to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)Lender. (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each the Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such the Lender’s possession concerning such a Borrower and its Affiliates which has been delivered to such the Lender by or on behalf of such Borrower the Borrowers pursuant to this Agreement or which has been delivered to such the Lender by or on behalf of such Borrower the Borrowers in connection with such the Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject Agreement; provided that any Transferee agrees to keep such information confidential (unless such information is publicly available in Borrowers’ periodic reports filed with the obligations in Section 9.10(bSEC). (ge) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans Advances and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a the Lender of any Loan Advance or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsTrusts, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant Trust nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Revolving Credit Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Revolving Credit Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Revolving Credit Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayedwithheld) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants Borrowers (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the RegistrantsBorrowers) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Revolving Credit Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Revolving Credit Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Revolving Credit Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Revolving Credit Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the RegistrantsTrusts, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Revolving Credit Loans and Notes relate only to absolute assignments (either in whole or in part), and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Revolving Credit Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lenderin accordance with Federal Reserve Bank regulations or programs, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsFunds, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant Fund nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants Borrowers (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the RegistrantsBorrowers) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the RegistrantsFunds, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b), provided that the Transferee agrees to be bound by the confidentiality provisions of this Agreement and the Lender or the Administrative Agent notifies the Fund or Borrower prior to the release of the financial information. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in without the ordinary course consent of its commercial banking business and the Borrower, in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions or other entities (“Participants”each, a "Participant") participating interests in any Loan owing to such Lender, any Commitment Commitments of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; any Lender selling such a participating interest shall notify the Borrower of such sale promptly upon the completion thereof. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any agreement pursuant to which In no event shall any Lender may grant Participant under any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the participation have any right to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided any Loan Document, or any consent to any departure by the Borrower therefrom, provided, that any agreement or instrument pursuant to which a Lender sells such a participation agreement to a Participant may provide that (i) such Lender will not agree to any modificationnot, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of such Participant, agree to any amendment, waiver or consent which would reduce the principal of, or interest on, the Loans or any fees payable hereunder, postpone the date of the final maturity of the Loans or postpone any payment of principal, in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and (ii) 2.15 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.14, such Participant may obtain voting rights limited shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to changes receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender (an "Assignor") may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (which shall not to be unreasonably withheld or delayed) assign to any Lender, any affiliate of any Lender or any Approved Fund or, with the consent of the Borrower and the Administrative Agent (so long as no Default or Event of Default which, in each case, shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender bank, financial institution or other entity (an “"Assignee”") all or or, except in the case of an outstanding Competitive Loan, any part of its rights and or obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender Assignor and the Administrative Agent (andany other Person whose consent is required pursuant to this paragraph, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that assignments no such assignment to entities an Assignee (other than Lenders any Lender, any affiliate of any Lender or Affiliates thereof must any Approved Fund) shall be in amounts an aggregate principal amount of at least less than $5,000,000 1,000,000 (or, other than in the case of an Assignment and Acceptance covering assignment of all or the remaining portion of an assigning a Lender’s rights and obligations 's interests under this Agreement), all unless otherwise agreed by the Borrower and the Administrative Agent. For purposes of such lesser amount)the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its related Approved Funds, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 Commitments and/or Loans as set forth therein, and (y) the assigning Lender Assignor 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 or the remaining portion of an assigning Lender’s Assignor's rights and obligations under this Agreement, such assigning Lender Assignor shall cease to be a party hereto (except as to Sections 2.10hereto). Notwithstanding any provision of this Section 9.6, 2.11 and 9.5 in respect the consent of the period prior to Borrower shall not be required for any assignment occurring after the effective date occurrence and during the continuance of such Assignment and Acceptance) and the Commitment a Default or Event of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)Default. (d) The Administrative AgentAgent shall, on behalf of the BorrowersBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment Commitments of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contraryAgreement. Any assignment of any Loan Loan, whether or other obligation hereunder not evidenced by a Note Note, shall be effective only upon appropriate entries with respect thereto being made in the RegisterRegister (and each Note shall expressly so provide). The Register Any assignment or transfer of all or part of a Loan evidenced by a Note shall be available registered on the Register only upon surrender for inspection registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior noticedesignated Assignee. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and Assignor, an Assignee (and the Administrative Agent) any other Person whose consent is required by Section 9.6(c), together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse)3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to on the Lenders and to each Borrowereffective date determined pursuant thereto. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 9.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law. (g) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (f) above.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent Agents and their respective successors and assigns, except thatas otherwise provided in Section 8.4, except as may otherwise be provided herein, neither any Registrant nor any that no Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each LenderLender (and any purported such assignment or transfer by such Borrower without such consent of each Lender shall be null and void). (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable Law, at any time sell to one or more Eligible Lenders banks, financial institutions or other entities (individually, a “Participant” and, collectively, the “Participants”) participating interests in any Loan or Reimbursement Obligation owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan DocumentsDocuments (a “Participation”). In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Loan, Reimbursement Obligation or other interest for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents, except with respect to Sections 4.10 and 4.11, under which the Participant has certain rights with respect thereto. Any agreement pursuant to which In no event shall any Lender may grant Participant under any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the Participation have any right to approve any amendment, modification amendment to or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) , or any consent to any Person departure by any Loan Party therefrom, except to the extent that such disclosure is necessary to establish that such Commitmentamendment, Loan waiver or other obligation is in registered form under Section 5f.103-1(c) consent would reduce the principal of, or the stated rate of interest on, the Loans, Reimbursement Obligation or any fees payable hereunder, or postpone the date of the United States Treasury Regulations. The entries final maturity of the Loans or Reimbursement Obligations, in the Participant Register shall be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice case to the contrary. For extent subject to such Participation (and, for the avoidance of doubt, the Administrative Agent (Borrowers may exercise any rights granted to it in its capacity as Administrative Agent) Section 4.17 with respect to the Lender that sold a Participation to such Participant to the extent that the direction by such Participant to such Lender to not consent to any such amendment would cause the applicable Lender to be subject to the provisions of Section 4.17). The Borrowers agree that if amounts outstanding under this Agreement are due or unpaid during an Event of Default, or shall have no responsibility for maintaining been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable Law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that in purchasing such participating interest, such Participant Registershall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 11.8(a) as fully as if it were a Lender hereunder. The Borrowers also agree that each Participant shall be entitled to the benefits of, and bound by the obligations imposed on the Lenders in, Sections 4.10, 4.11 and 4.14 with respect to its Participation in the Commitments and the Loans and other extensions of credit hereunder outstanding from time to time as if it were a Lender. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable applicable Law, at any time and from time to time assign to any Lender or any Subsidiary, Affiliate thereof that is an Eligible Lender or Approved Fund thereof, or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) Collateral Agent, and, in the case of an assignment of the Working Capital Facility Commitment, the Issuing Lenders, and (Swing Line Lender, and, so long as no Default or Event of Default shall have has occurred and be is continuing) , the Registrants Borrowers’ Agent (which consent shall not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender any other Person (an the “Assignee”) ), all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(cF, appropriately completed (an “Assignment and Acceptance”), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) in the case of an Assignee that is not then a Lender or any Subsidiary, Affiliate or Approved Fund thereof, by the Collateral Agent, and in the case of an Assignment of the Working Capital Facility Commitment, the Issuing Lenders, and Swing Line Lender, and, so long as no Default or Event of Default shall have has occurred and be is continuing and (ii) the Assignee Borrowers’ Agent is not a Lender or an Affiliate of a Lender that is an Eligible Lenderdeemed to consent to such assignment, the RegistrantsBorrowers’ Agent) and attaching the Assignee’s relevant tax forms, administrative details and wiring instructions, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that assignments (i) each such assignment to entities an Assignee (other than Lenders or Affiliates thereof must any Lender) shall be in amounts an aggregate principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof (orother than in the case of (A) an assignment of all of a Lender’s interests under this Agreement or (B) an assignment to another Lender, a Subsidiary, an Affiliate or an Approved Fund of such assigning Lender), unless otherwise agreed by the Collateral Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers’ Agent (such amount to be aggregated in respect of assignments by to any Lender and the affiliates or Approved Funds thereof), (ii) in the case of an assignment by a Lender to a Bank CLO managed by such Lender or an affiliate of such Lender, unless such assignment to such Bank CLO has been consented to by the Collateral Agent, and in the case of an Assignment of the Working Capital Facility Commitment, the Issuing Lenders, and the Swing Line Lender, and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers’ Agent (such consent not to be unreasonably withheld or delayed), the assigning Lender shall retain the sole right to approve any amendment, waiver or other modification of this Agreement or any other Loan Document; provided that the Assignment and Acceptance covering between such Lender and such Bank CLO may provide that such Lender will not, without the consent of such Bank CLO, agree to any amendment, modification or waiver that requires the consent of each Lender directly affected thereby pursuant to Section 11.2, and (iii) each Assignee shall comply with the provisions of Section 4.11(e) and (iv) each partial assignment shall be made as an assignment of a proportionate part of all or the remaining portion of an assigning Lender’s 's rights and obligations under this AgreementAgreement with respect to the Loans or the Commitments assigned, and each Lender assigning all or a portion of such lesser amount)its rights and obligations must do so on a pro rata basis among the two separate Facilities. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 Commitments as set forth therein, and (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto hereto). Notwithstanding any provision of this paragraph (except as to Sections 2.10c) and paragraph (e) of this Section 11.7, 2.11 and 9.5 in respect (x) the consent of the period prior Borrowers’ Agent shall not be required, and, unless requested by the Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by the Borrowers’ Agent, for any assignment which occurs at any time when any of the events described in Section 9.1(f) shall have occurred and be continuing and (y) the Borrowers’ Agent shall be deemed to have consented to any assignment that requires such consent pursuant to the effective date terms thereof unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof. Any assignment or transfer by a Lender of such Assignment and Acceptance) and the Commitment of the Assignee rights or obligations under this Agreement that does not comply with this Section 11.7 shall be treated for purposes of this Agreement as a sale by such Lender of a Participation in an amount equal to that of such assigning Lender prior to the execution of such Assignment rights and Acceptanceobligations in accordance with Section 11.7(b). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 11.2 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 (including all Assignees and successors) and the Commitment Commitments of, and principal amount amounts of the Loans and other Obligations owing to, each Lender from time to time. The entries made in the Register shall shall, to the extent permitted by applicable Law, be conclusive, in prima facie evidence of the absence existence and amounts of the obligations of the Borrowers therein recorded (absent manifest error), and each Borrowerthe Borrowers, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation Obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation Obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary; provided, however, that the failure of the Administrative Agent to maintain the Register, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay (with applicable interest) the Loans and other extensions of credit hereunder made to the Borrowers by such Lender in accordance with the terms of this Agreement. Any assignment of any Loan or other obligation hereunder Obligation hereunder, whether or not evidenced by a Note Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrowers’ Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. The parties intend for the Loans or other Obligations to be in registered form for tax purposes and this provision shall be construed in accordance with that intent. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and and, in the case of an Assignee that is not then a Lender (or any Subsidiary, Affiliate or Approved Fund thereof), by the Administrative Agent) , and in the case of an assignment of the Working Capital Facility Commitment, the Issuing Lenders, and the Swing Line Lender and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers’ Agent), together with payment to the Administrative Agent by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500 (for which no Borrower shall have other than in the case of an obligation assignment to reimbursea Lender or an Affiliate of a Lender or any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the applicable Register and give notice of such acceptance and recordation to the Lenders and to each Borrowerthe Borrowers’ Agent. (f) Each Borrower authorizes The Borrowers authorize each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee in each case, any and all financial information in such Lender’s possession concerning such Borrower the Borrowers, the other Loan Parties and its their Subsidiaries and Affiliates which has been delivered to such Lender by or on behalf of such Borrower the Borrowers or the other Loan Parties pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower the Borrowers or other Loan Parties in connection with such Lender’s credit evaluation of the RegistrantsBorrowers, the Borrowers other the Loan Parties and their Subsidiaries or Affiliates prior to becoming a party to this Agreement subject Agreement; provided that such Transferee or prospective Transferee shall have agreed to be bound by the obligations in provisions of Section 9.10(b)11.16 hereof. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 11.7 concerning assignments of Loans and other extensions of credit hereunder and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, (i) any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable Law and (ii) any pledge or assignment by a Lender which is a fund to its trustee for the benefit of such trustee and/or its investors to secure its obligations under any indenture or Governing Documents to which it is a party; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any agreement The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 13.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 6.11, 6.12, and 6.13 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided, that, in the case of Section 6.12, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to which any such Section than the transferor Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility would have been entitled to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender Assignee (an “"Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(cH, with appropriate completions (an "Assignment and Acceptance"), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderthereof, by the RegistrantsBorrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, howeverthat until such time as the Arranger (or the Administrative Agent on its behalf) shall have notified the Lenders that the syndication of the Commitments has been completed, that assignments no such assignment shall be permitted, and no Lender shall engage in any discussions with any Person relating to entities other than Lenders any such assignment or Affiliates thereof must be in amounts potential assignment, without the prior written consent of at least $5,000,000 (orthe Arranger or the Administrative Agent; provided, further, that, in the case of any such assignment to an Assignment additional bank or financial institution, the sum of the aggregate principal amount of the Loans, the aggregate amount of the L/C Obligations and Acceptance covering the aggregate amount of the Available RC Commitments being assigned and, if such assignment is of less than all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreementof the assigning Lender, all the sum of the aggregate principal amount of the Loans, the aggregate amount of the L/C Obligations and the aggregate amount of the Available RC Commitments remaining with the assigning Lender are each not less than $10,000,000 (or such lesser amountamount as may be agreed to by the Borrower and the Administrative Agent); provided, however, that the limitation set forth in the immediately preceding proviso shall not be applicable following the occurrence and during the continuation of an Event of Default. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 Commitments as set forth therein, and (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto hereto). Notwithstanding any provision of this paragraph (except as to Sections 2.10c) and paragraph (e) of this Section, 2.11 and 9.5 in respect the consent of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of Borrower shall not be required, and, unless requested by the Assignee and/or the assigning Lender, new Notes shall not be in required to be executed and delivered by the Borrower, for any assignment which occurs at any time when an amount equal to that Event of such assigning Lender prior to the execution of such Assignment Default shall have occurred and Acceptance)be continuing. (d) The Administrative Agent, on behalf of the BorrowersBorrower, shall maintain at the address of the Administrative Agent referred to in Section 9.2 13.2 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 Commitments of, and principal amount amounts of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Borrower and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse)3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each the Borrower. (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “"Transferee”") and any prospective Transferee Transferee, subject to the provisions of Section 13.14, any and all financial information in such Lender’s 's possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such LenderLxxxxx’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender Lxxxxx and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such LenderLxxxxx’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsBorrower, the Borrowersother Credit Parties, the LendersAgent, the Administrative Collateral Agent and the Lenders and their respective successors and permitted assigns, except that, except as may otherwise be provided herein, neither that the undertaking of the Lenders hereunder to make Term Loans to the Borrower shall not inure to the benefit of any Registrant successor of the Borrower. Neither the Borrower nor any Borrower Credit Party may assign or transfer any of its rights or obligations under this Agreement hereunder without the prior written consent of all of the Lenders (and any attempted assignment or transfer by any Credit Party without such consent shall be null and void), and no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.12. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than (i) the parties hereto, their respective successors and assigns permitted hereby, (ii) any participant of a Lender (to the extent provided in subparagraph (b) below), and (iii) to the extent expressly set forth herein, the Affiliates of the Agent and each Lenderof the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (bi) Any Lender may, in without the ordinary course consent of its commercial banking business and in accordance with Applicable Lawsthe Borrower or the Agent, at any time sell participations to one or more Eligible Lenders banks or other entities (a “ParticipantsParticipant”) participating interests in any Loan all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Term Loans owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, it); provided that (A) such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations and (C) the Borrower, such the Agent, the Issuing Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan DocumentsAgreement. Any agreement pursuant to which any a Lender may grant sells such a participating interest participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modificationnot, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.11 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 10.16 and 10.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.19 as though it were a Lender, provided such Participant shall be subject to Section 10.19 as though it were a Lender. (ii) A Participant shall not be entitled to receive any greater payment under Sections 10.16 and 10.17 than the Participant may obtain voting rights limited applicable Lender would have been entitled to changes in receive with respect to the participation sold to such Participant, unless the sale of the principal amount, interest rates, fees and term of participation to such Participant is made with the LoansBorrower’s prior written consent. Each Lender Any Participant that sells is a participation shall, acting solely for this purpose as a nonNon-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no U.S. Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except not be entitled to the extent that benefits of Section 10.17 unless such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Participant complies with Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register2.8. (ci) Any Subject to the conditions set forth in paragraph (c)(ii) below, any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time may assign to any Lender one or any Affiliate thereof that is an Eligible Lender ormore assignees (each, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and or Term Loans at the other Loan Documents pursuant time owing to an Assignment and Acceptance, substantially in it) with the form of Exhibit 9.6(cprior written consent of: (A) the Borrower (such consent not to be unreasonably withheld), executed by such Assigneeprovided that no consent of the Borrower shall be required for an assignment to a Lender, such assigning Lender and the Administrative Agent (andan Affiliate of a Lender, provided (i) no Default or an Approved Fund or, if an Event of Default shall have under Section 8(a) or (f) has occurred and be continuing and is continuing, any other Person; and (iiB) the Assignee is Agent (such consent not to be unreasonably withheld), provided that no consent of the Agent shall be required for an assignment of all or any portion of a Lender or Term Loan to a Lender, an Affiliate of a Lender that is or an Eligible Lender, the RegistrantsApproved Fund. (ii) and delivered Assignments shall be subject to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 following additional conditions: (or, A) except in the case of an Assignment and Acceptance covering all assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining portion amount of an the assigning Lender’s rights Term Loan Commitment or Term Loans owing to it, the amount of the Term Loan Commitment or the Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and obligations under this AgreementAssumption with respect to such assignment is delivered to the Agent) shall not be less than $5,000,000 unless each of the Borrower and the Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (1) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption (each an “Assignment and Assumption”), in the form attached hereto as Exhibit C, with blanks appropriately completed, together with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Agent; provided that, (i) no such processing and recording fee shall be payable in connection with an assignment to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, (ii) only one fee shall be payable in connection with simultaneous assignments by a Lender to related Approved Funds and (iii) no such fee shall be payable in connection with assignments during the ten Business Days following the Closing Date; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all of syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such lesser amount). Upon such executioninformation in accordance with the assignee’s compliance procedures and applicable laws, delivery, including Federal and state securities laws. (iii) Subject to acceptance and recordingrecording thereof pursuant to paragraph (c)(iv) below, from and after the effective date determined pursuant to such specified in each Assignment and AcceptanceAssumption, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder with a Commitment as set forth thereinunder this Agreement, and (y) the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such Assignment and AcceptanceAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as but shall continue to Sections 2.10, 2.11 and 9.5 in respect of the period prior be entitled to the effective date benefits of such Assignment Sections 10.9, 10.10, 10.16 and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)10. (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that (i) the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each LenderLender and (ii) any attempted assignment or transfer by the Borrower without such consent shall be null and void. (b) Notwithstanding anything in this Section to the contrary, any Farm Credit Lender that (i) is the owner of a participation from any Lender other than any Conduit Lender in the minimum original face amount of $5,000,000, (ii) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the Borrower (provided no Default or Event of Default has occurred and is continuing) and the Administrative Agent (in each case, which shall not be unreasonably withheld) to become a Voting Participant, shall be entitled to vote for so long as such Farm Credit Lender owns such participation and notwithstanding any subparticipation by such Farm Credit Lender (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (x) state the full name, as well as all contact information required of an Assignee in an Assignment and Acceptance Agreement and (y) state the dollar amount of the participation purchased. The selling Lender and the Voting Participant shall notify the Administrative Agent and the Borrower within three (3) Business Days of any termination of, reduction or increase in the amount of, such participation. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Exhibit I hereto shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrower or the Administrative Agent. The voting rights hereunder are solely for the benefit of the Voting Participant and shall not inure to any assignee or participant of the Voting Participant. Any Lender other than any Conduit Lender may, in without the ordinary course consent of its commercial banking business and the Borrower or the Administrative Agent, in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions or other entities (other than the Borrower or any of its Affiliates or a natural Person) (each, an “ParticipantsOther Participant”) non-voting participating or non-voting sub-participating interests in any Loan owing to such Lender, any the Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating or sub-participating interest to a Participant, except as otherwise provided below, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which In no event shall any Lender may grant Other Participant under any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the participation or sub-participation have any right to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree any Loan Document, or any consent to any modificationdeparture by any Loan Party therefrom, amendment except any amendment, waiver or waiver of this Agreement consent described in clauses clause (iw) through or (ixx) of the proviso to Section 8.1(a) that affects such Participant, in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating or sub-participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating or sub-participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating or sub-participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.1 without 8.7 as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the consent benefits of Sections 2.12, 2.13 and 2.14 (and subject to the limitations thereof) with respect to its participation or sub-participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.13, such Participant shall have complied with the requirements of Section 2.13 as if it was a Lender, and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to Section 2.12, 2.13 or 2.14 (iias the case may be) than the Participant may obtain voting rights limited transferor Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loansparticipation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent on behalf of the BorrowersBorrower, 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 Notes Loans or other obligations under the this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Commitments or 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, or 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 conclusive, in the absence of manifest error, and such Lender, each Person Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register shall be treated pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender other than any Conduit Lender (an “Assignor”) may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender Person (other than the Borrower or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayedits Affiliates) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender Assignor and the Administrative Agent (andany other Person whose consent is required pursuant to this paragraph, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; providedprovided that (i) the consent of the Borrower and the Administrative Agent (which, howeverin each case, shall not be unreasonably withheld or delayed, and in the case of the Borrower shall be deemed to have been given if the Borrower has not responded to a proposed assignment within five (5) Business Days following its receipt of notice of such proposed assignment) shall be required in the case of (x) any assignment to a Person that assignments is not a Lender or a Lender Affiliate or (y) any assignment of a Commitment to entities a Person that is not a Lender or a Lender Affiliate (except that the consent of the Borrower shall not be required for any assignment that occurs when either a Default or an Event of Default shall have occurred and be continuing) and (ii) unless otherwise agreed by the Borrower and the Administrative Agent, no such assignment to an Assignee (other than Lenders any Lender or Affiliates thereof must any Lender Affiliate) shall be in amounts an aggregate principal amount of at least less than $5,000,000 (or5,000,000, in each case except in the case of an Assignment and Acceptance covering assignment of all or the remaining portion of an assigning a Lender’s rights and obligations interests under this Agreement. For purposes of the proviso contained in the preceding sentence, all the amount described therein shall be aggregated in respect of such lesser amount)each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 and/or Loans as set forth therein, and (y) the assigning Lender Assignor 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 or the remaining portion of an assigning LenderAssignor’s rights and obligations under this Agreement, such assigning Lender Assignor shall cease to be a party hereto (except as hereto). Notwithstanding the foregoing, any Conduit Lender may assign at any time to Sections 2.10, 2.11 and 9.5 in respect its designating Lender hereunder without the consent of the period prior Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the effective date limitations set forth in the first sentence of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancethis Section 8.6(c). (d) The Administrative AgentAgent shall, on behalf of the BorrowersBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 8.2 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 (including Voting Participants) and the Commitment of, and the principal amount (and stated interest) of the Loans owing to, each Lender (and each Voting Participant) from time to time, which Register shall be made available to the Borrower and any Lender or Voting Participant upon reasonable request. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Borrowerother Loan Party, the Administrative Agent and the Lenders may (and, in including the case of any Loan or other obligation hereunder not evidenced by a Note, shallVoting Participants) shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contraryAgreement. Any assignment of any Loan or other obligation hereunder sale of a voting participation in any Loan, whether or not evidenced by a Note Note, shall be effective only upon appropriate entries with respect thereto being made in the RegisterRegister (and each Note shall expressly so provide). The Register Any assignment or transfer of all or part of a Loan evidenced by a Note shall be available registered on the Register only upon surrender for inspection registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior noticedesignated Assignee. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and Assignor, an Assignee (and the Administrative Agent) any other Person whose consent is required by Section 8.6(c), together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500 (such fee not payable with respect to assignments to an Assignor’s Affiliate and such fee not to be payable by the Borrower, except for which no Borrower shall have an obligation assignment pursuant to reimburseSection 2.17), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to on the Lenders and to each Borrowereffective date determined pursuant thereto. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 8.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, or any Farm Credit Lender in accordance with Applicable Lawapplicable law. (g) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (f) above. (h) Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsBorrower, the Borrowers, the Lenders, Lenders and the Administrative Agent and all future permitted holders of the Promissory Notes and their respective permitted successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each LenderLender and the Administrative Agent. (b) Any Lender may, in the ordinary course of its commercial banking business and may in accordance with Applicable Laws, applicable law at any time sell to one or more Eligible Lenders banks or other financial institutions (each a “ParticipantsParticipant”) participating interests in any Loan owing to such Lender, any Commitment of Promissory Note held by such Lender Lender, or any other interest of such Lender hereunder and under the other Loan Documentssuch Lender’s Promissory Note. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Promissory Note for all purposes under this Agreement and the other Loan DocumentsAgreement, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Borrower agrees that if amounts outstanding under this Agreement and the other Loan DocumentsPromissory Notes are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and any Promissory Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Promissory Note, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.07(a) as fully as if it were a Lender hereunder. Any agreement pursuant Participant exercising such right of setoff shall promptly provide notice to which the Borrower of such set-off, provided, however that the failure by any Participant to provide such notice to the Borrower shall not give the Borrower any cause of action or right to damages or any other remedy against such Participant, any Lender may grant such a participating interest or the Administrative Agent. The Borrower also agrees that each Participant shall provide that such Lender shall retain be entitled to the sole right benefits of Sections 2.13, 2.14 and responsibility 2.15 (subject to enforce the obligations of the Borrowers hereunderrequirements and limitations therein, including the right requirements under Section 2.15(g) (it being understood that the documentation required under Section 2.15(g) shall be delivered by the selling Lender to approve any amendment, modification or waiver of any provision of this Agreementthe participating Lender)) with respect to its participation in the Commitments and the Loans outstanding from time to time as if it were a Lender; provided that such participation agreement may provide that (iA) such Lender will not agree Participant agrees to be subject to the provisions of Section 2.17 as if it were an Assignee under paragraph (a) of this Section; and (B) no Participant shall be entitled to receive any greater amount pursuant to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without aforesaid sections than the consent of the Participant and (ii) the Participant may obtain voting rights limited transferor Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loansparticipation transferred by such transferor Lender to such Participant had no such transfer occurred except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender agrees that any agreement between such Lender and any such Participant in respect of such participating interests shall not restrict such Lender’s right to agree to any amendment, supplement or modification to this Agreement except that any such Participant may have the right to consent to any such amendment, supplement or modification which reduces the amount of any Loan or extends the Maturity Date, or reduces the stated rate of any interest or fee, or extends the scheduled date of any payment or increases the amount or extends the expiration date of any Commitment or amends, or changes the currency of payment. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts of (and stated interestinterest on) of each Participant’s interest in the Notes Loans or other obligations under the Agreement Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any CommitmentsCommitment, Loans Loan 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 and Section 1.163-5(b)(1) of the proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and may in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent Assignee all of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents Promissory Notes pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(cG hereto (each, an “Assignment and Acceptance”), executed by such Eligible Assignee (each, an “Assignee”) and the assigning Lender, such assigning Lender the Borrower, if required, and the Administrative Agent (andAgent, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lenderif required, the Registrants) and delivered to the Administrative Agent for its acceptance acknowledgment and recording in the RegisterRegister (as defined below); provided, howeverthat (a) no consent of the Borrower shall be required in connection with any assignments (x) to Affiliates of the assigning Lender or to any other Lender or such Lenders’ Affiliates or (y) at such time an Event of Default has occurred and is continuing, that (b) no consent of the Administrative Agent shall be required in connection with any assignments to entities Affiliates of the assigning Lender or of any other than Lenders Lender or such Lenders’ Affiliates thereof must or to an Approved Fund and (c) in connection with any assignment to any other Eligible Assignees, the consent of the Administrative Agent and the Borrower (which consent shall be in amounts of at least $5,000,000 not reasonably withheld, conditioned or delayed) shall be required; provided that (or, A) in the case of any such assignment, the aggregate principal amount of the portion of the Commitment or Loans so assigned is not less than $5,000,000 and $1,000,000 increments thereof (or (x) if less, the then outstanding amount of such Loans or (y) such lesser amount as may be agreed by the Borrower and the Administrative Agent) and (B) in no event, except upon the occurrence and during the continuance of an Assignment and Acceptance covering Event of Default, shall any Lender assign all or the remaining any portion of an assigning Lender’s its rights and obligations under this Agreement, all of such lesser amount)Agreement to any Disqualified Institution. Any assignment which does not meet the requirements set forth above shall be null and void. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 Loan or Loans as set forth therein, and (y) the assigning such Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as hereto). Notwithstanding any other provisions contained herein, the Borrower shall not, at any time, be obligated to Sections 2.10, 2.11 and 9.5 pay to any Assignee any amounts pursuant to Section 2.14 or 2.15 in respect excess of what the period prior Borrower would have been obligated to pay to the effective date assigning Lender if such Lender had not assigned its rights to the Assignee unless the circumstances giving rise to such greater amount did not exist at the time of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)assignment. (d) The Administrative Agent, on behalf of the Borrowers, Agent shall maintain at the its address of the Administrative Agent referred to in Section 9.2 9.02 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses address of the Lenders and the Commitment of, and principal amount of (and stated interest on) the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) shall treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder as the owner thereof recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the RegisterAgreement. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500, the assignee’s completed Administrative Questionnaire (for which no Borrower unless the assignee shall have an obligation already be a Lender hereunder), any tax forms, any information required by Section 9.19 and any written consent to reimbursesuch assignment required by 9.06(c), the Administrative Agent shall (i) promptly accept acknowledge such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice recordation a copy of such acceptance and recordation executed assignment to the Lenders and Borrower; provided, that the failure to each Borrowerprovide a copy of such assignment shall not impact the effectiveness of such assignment. (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee that has agreed to preserve the confidentiality thereof any and all financial information in such Lender’s possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower or such Borrower Affiliate pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower or such Borrower Affiliate in connection with such Lender’s credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For the avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 9.06 concerning assignments of the Loans and Promissory Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, including any pledge or assignment by a Lender of any Loan or Promissory Note to any Federal Reserve Bank, or any other central federal reserve bank having jurisdiction over such Lender, in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders Persons (other than natural Persons (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of, a natural Person), Borrower or Borrower’s Affiliates and Subsidiaries) as permitted by law (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such LenderXxxxxx’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, Borrower hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by Applicable Laws, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.11, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section 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. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s '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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants Borrower (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender (and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the RegistrantsAgent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that that, unless waived by the Administrative Agent, such assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 1,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the BorrowersBorrower, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no the Borrower shall not have an obligation to reimbursereimburse unless such assignment is made pursuant to Section 2.12(b)), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each the Borrower. (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such LenderXxxxxx’s possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the Loans and the Acceptance Reimbursement Obligations and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; provided that such Participant must be a resident of Canada for purposes of the Tax Act and provided that such participations are in minimum amounts of $10,000,000. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender's rights and enforce the Borrower's obligations of the Borrowers hereunder, including the right to approve consent to any amendment, supplement, modification or waiver of any provision of this Agreement; Agreement or any of the other Loan Documents, provided that such participation agreement may provide that (i) such Lender will not agree to any modificationamendment, amendment supplement, modification or waiver of this Agreement described in clauses clause (ia) through or (ixb) of the proviso in to the second sentence of Section 9.1 11.1 without the consent of the Participant Participant. The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and (ii) payable upon the Participant may obtain voting rights limited to changes in respect occurrence of the principal amountan Event of Default, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part right of set-off in respect of its rights and obligations participating interest in amounts owing under this Agreement and to the other Loan Documents pursuant same extent as if the amount of its participating interest were owing directly to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not it as a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (andprovided that, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreementpurchasing such participating interest, such assigning Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in subsection 11.7 (a) as fully as if it were a Lender hereunder. The Borrower agrees that each Participant shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior entitled to the effective date benefits of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative AgentSections 4.10, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.4.11,

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Syndication Agent, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable laws, at any time sell to one or more Eligible Lenders Persons as permitted by law (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, Borrower hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable laws, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.11, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section 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. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants Borrower (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender (and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the RegistrantsAgent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that that, unless waived by the Administrative Agent, such assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 1,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the BorrowersBorrower, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no the Borrower shall not have an obligation to reimbursereimburse unless such assignment is made pursuant to Section 2.12(b)), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each the Borrower. (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, Agents, and all future holders of the Administrative Agent Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant that no Borrower nor any Borrower Holdings may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender.. 134 128 (b) Any Specified Lender may, in the ordinary course of its commercial banking lending business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, insurance companies, mutual funds, or other financial institutions or other entities (“"Specified Participants”") participating interests in any Specified Loan owing to such Lender, any Note held by such Lender, any Specified Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Specified Lender of a participating interest to a Specified Participant, such Specified Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Specified Lender shall remain solely responsible for the performance thereof, such Specified Lender shall remain the holder of any such Specified Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Specified Borrower and the Administrative Specified Agent shall continue to deal solely and directly with such Specified Lender in connection with such Specified Lender’s 's rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant No Specified Lender shall permit any Specified Participant to which have the right to consent to any amendment or waiver in respect of this Agreement or any of the other Loan Documents, except that such Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including Specified Participant the right to approve consent to any amendment, modification amendment or waiver in respect of this Agreement or the other Loan Documents that would, directly or indirectly, (i) reduce the aggregate amount or extend the final maturity of any provision Specified Loan, or reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof or (ii) consent to the assignment or transfer by the Specified Borrower of any of its rights and obligations under this AgreementAgreement or any of the other Loan Documents. Each Specified Borrower agrees that if amounts outstanding under this Agreement and the Specified Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Specified Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Specified Lender under this Agreement or any Note, provided that in purchasing such participating interest, such Specified Participant shall be deemed to have agreed to share with the Specified Lenders the proceeds thereof as provided in subsection 12.7 (a) as fully as if it were a Specified Lender hereunder. The Specified Borrower also agrees that each Specified Participant shall be entitled to the benefits of subsections 4.5, 4.6 and 4.7 with respect to its participation in the Specified Commitments and the Specified Loans and Specified Accommodations outstanding from time to time as if it was a Specified Lender; provided that in the case of subsection 4.6 and 4.7, such participation agreement may provide Specified Participant shall have complied with the requirements of said subsection and provided, further, that (i) such Lender will not agree no Specified Participant shall be entitled to receive any greater amount pursuant to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of such subsection than the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited transferor Specified Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Specified Lender to such Specified Participant had no such transfer occurred; and provided further that sells no Specified Participant with respect to a participation shall, acting solely for Canadian Lender under this purpose as subsection 12.6(b) which is a non-fiduciary agent resident of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts Canada (and stated interest) of each Participant’s interest as defined in the Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender ITA) 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 be entitled 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) benefit of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registersubsection 4.7. (c) Any Specified Lender may, in the ordinary course of its commercial banking lending business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any other Specified Lender of the same class or any Affiliate local affiliate thereof that is an Eligible Lender or, with 135 129 the consent of the Administrative Specified Agent and the Specified Borrower (such consents not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank, mutual fund, or financial or lending institution or any fund that is regularly engaged in making, purchasing, or investing in loans or securities (an “a "Specified Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents any Specified Notes pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Specified Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the a Specified Assignee that is not then a Specified Lender of the same class or an Affiliate of a Lender that is an Eligible Lenderlocal affiliate thereof, by the RegistrantsSpecified Agent) and delivered to the Administrative Specified Agent for its acceptance and recording in the Specified Register; provided, however, provided that assignments to entities other than Lenders or Affiliates thereof must (x) each such transfer shall be in amounts respect of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining a portion of an such assigning Lender’s 's rights and obligations under this AgreementAgreement and any Specified Notes equal to or in excess of the Equivalent Amount of $5,000,000 or, all if such assigning Lender's outstanding Commitment on the date of such lesser amountassignment is less than the Equivalent Amount of $5,000,000, the aggregate of such assigning Lender's Commitments hereunder) unless otherwise agreed by the Specified Borrower and the Specified Agent, (y) no Swing Line Lender may transfer any portion of its Specified Swing Line Commitment without the consent of the Specified Borrower (such consent not to be unreasonably withheld) and (z) any Chips Limited Term Loan Lender shall only be permitted to assign all or any part of its rights and obligations (with respect to its Specified Accommodation Participating Interest in the Chips Letter of Credit to be converted to Chips Limited Term Loans or its outstanding Chips Limited Term Loans to US Borrower) to a US entity which (i) satisfies subsection 4.7(d)(ii) or (ii) has an English affiliate, branch or agency that satisfies subsection 4.7(d)(i). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Specified Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Specified Lender hereunder with a Commitment Specified Commitments as set forth therein, and (y) the assigning Specified Lender 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 or the remaining portion of an assigning Specified Lender’s 's rights and obligations under this Agreement, such assigning Specified Lender shall cease to be a party hereto hereto). No Assignee of a Canadian Lender under this subsection 12.6(c) which is a non-resident of Canada (except as to Sections 2.10, 2.11 and 9.5 defined in respect of the period prior ITA) shall be entitled to the effective date benefit of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)section 4.7. (d) The Administrative AgentEach Specified Agent acting, on behalf for this purpose, as agent of the Borrowers, Specified Borrower shall maintain at the its address of the Administrative Agent referred to in Section 9.2 subsection 12.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Specified Register”") for the recordation of the names and addresses of the Specified Lenders and the Commitment Specified Commitments of, and principal amount of the Specified Loans owing to, each Specified Lender from time to time. The entries in the Specified Register shall be conclusive, in the absence of manifest error, and each Borrowerthe Borrowers, the Administrative Agent Agents and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Specified Register as the owner of a Loan or other obligation hereunder as the owner thereof Specified Loans recorded therein for all purposes of this Agreement Agreement. No assignment or transfer of any Specified Loan (or portion thereof) or any Specified Note and the other Loan Documentsobligations evidenced thereby, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made effected unless and until it has been recorded in the RegisterSpecified Register as provided in this subsection 12.6(d). The Specified Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.. 136 130 (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Specified Lender and an a Specified Assignee (and and, in the Administrative case of a Specified Assignee that is not, before such assignment, a Specified Lender or an affiliate thereof, by the Specified Agent) together with payment payment, by the assigning Lender or Assignee a Specified Assignee, to the Administrative Specified Agent of a registration and processing fee of the Equivalent Amount of $3,000 (for which no Borrower shall have an obligation 4,000 if the Specified Assignee is not a Specified Lender prior to reimburse)the execution of the Specified Assignment and Acceptance and $1,000 otherwise, the Administrative Specified Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Specified Register and give notice of such acceptance and recordation to the Lenders assigning Specified Lender, the Specified Assignee and the Specified Borrower. On or prior to each such effective date, if requested, the Specified Borrower, at its own expense, shall execute and deliver to the Specified Agent (in exchange for any Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note of the assigning Specified Lender) a new Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note, as the case may be, to the order of such Specified Assignee in an amount equal to the Specified Revolving Credit Commitment, Specified Swing Line Commitment or portion of the Specified Term Loan, as the case may be, assumed by it pursuant to such Specified Assignment and Acceptance and, if the assigning Specified Lender has retained a Specified Revolving Credit Commitment, Specified Swing Line Commitment or portion of a Specified Term Loan hereunder, a new Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note, as the case may be, to the order of the assigning Specified Lender in an amount equal to the Specified Revolving Credit Commitment or Specified Term Loan, as the case may be, retained by it hereunder. Such new Specified Notes shall be in the form of the Specified Note replaced thereby. (f) Each The Specified Borrower authorizes each Specified Lender to disclose to any Specified Participant or Specified Assignee (each, a “"Specified Transferee”") and any prospective Specified Transferee any and all financial information in such Specified Lender’s 's possession concerning such Borrower the Credit Parties and its their Affiliates which has been delivered to such Specified Lender by or on behalf of such Borrower the Credit Parties pursuant to this Agreement or which has been delivered to such Specified Lender by or on behalf of such Borrower the Credit Parties in connection with such Specified Lender’s 's credit evaluation of the Registrants, the Borrowers Specified Borrower and their its Affiliates prior to becoming a party to this Agreement subject Agreement, under the condition such Specified Transferee or prospective Specified Transferee agrees to comply with the obligations in Section 9.10(b)provisions of subsection 12.15. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section subsection concerning assignments of Specified Loans and Specified Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a US Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This ------------------------------------------------------ Agreement shall be binding upon and inure to the benefit of the RegistrantsBorrower, the BorrowersLender, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentsright, 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, exercisable at any time and from time to time time, to sell, transfer or assign the Loans and the Loan Documents, or grant participations therein, or issue certificates or securities evidencing a beneficial interest therein in a rated or unrated public offering or private placement, and Lender may forward to any Lender purchaser, transferee, assignee, servicer, participant, investor or any Affiliate thereof that is credit rating agency rating such securities (collectively, an Eligible Lender or"Investor") or prospective Investor all documents and -------- information in Lender's possession with respect to Borrower, with the consent of Properties and the Administrative Agent (not to be unreasonably withheld Loan Documents as such Investor or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice prospective Investor may request. Notwithstanding anything herein to the Administrative Agent within three (3) Business Days)contrary, to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default such sale, transfer or Event assignment of Default shall have occurred the Loans or of the Loan Documents shall, without the consent of Borrower, require Borrower to file a registration statement with the Securities and be continuing and Exchange Commission or apply to qualify such sale, transfer or assignment under the security laws of any state; (ii) the Assignee is not a all payments made by Borrower on any Note executed hereunder or in connection herewith shall be payable solely to Lender or an Affiliate to one (1) servicing agent of a Lender that is an Eligible Lenderand any participant, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders assignee or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount transferee of the Loans owing to, each or the Loan Documents designated in a notice to Borrower (Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of or any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof such designee for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice Section 9.8 is hereinafter referred to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note as "Servicing Agent"); (iii) Servicing Agent shall be effective only upon appropriate entries with respect thereto being made in fully --------------- authorized to receive all notices, grant all consents or waivers, release Liens, accept payments and otherwise perform as if Servicing Agent were the Register. The Register sole Lender hereunder and Borrower shall be available for inspection entitled to rely upon such authority; and (iv) no participant, transferee or assignee shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be executed solely by the Borrowers Servicing Agent for the benefit of all participants, transferees or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, assignees in accordance with Applicable Lawthe terms thereof.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions, or investment funds (“"Participants”") participating interests in any Loan owing to such Lender, any Commitment of Note held by such Lender Lender, or any other interest of such Lender hereunder and under the other Loan Financing Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan (and any Note evidencing such Loan) for all purposes under this Agreement and the other Loan Documents, Financing Documents and the Borrowers Company 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 Agreement and the other Loan Financing Documents. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender's rights and enforce the Company's obligations of the Borrowers hereunder, including the right to approve consent to any amendment, supplement, modification or waiver of any provision of this Agreement; Agreement or any of the other Financing Documents, provided that such participation agreement may provide that (i) such Lender will not agree to any modificationamendment, amendment or waiver of this Agreement described in clauses supplement, (ia) through (ix) of the proviso in Section 9.1 without the consent of the Participant Participant. The Company agrees that each Lender shall be entitled to the benefits of Sections 2.15, 2.16, 2.18, 2.20 and (ii) the Participant may obtain voting rights limited 8.04 without regard to changes in respect of the principal amountwhether it has granted any participating interests, interest rates, fees and term of the Loansthat all amounts payable to a Lender under such Sections shall be determined as if such Lender had not granted any such participating interests. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all the rights of set-off against the Lender Indebtedness and similar rights 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 Liens to the same 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 as may be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice available to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)Lenders. (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This The provisions of this Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent parties hereto and their respective successors and assignsassigns permitted hereby, except that, except as may otherwise be provided herein, neither any Registrant nor any that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement hereunder without the prior written consent of each LenderLender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section; provided, that, notwithstanding the foregoing and any other provision of this Agreement to the contrary, the Borrower may assign its rights and obligations hereunder without the consent of the Lenders to the New Borrower resulting from a Permitted Reorganization, so long as such New Borrower assumes all obligations of the Borrower under this Agreement and any other applicable Loan Documents pursuant to documentation reasonably acceptable to the Administrative Agent (which documentation shall provide that the original Borrower is released to the extent such New Borrower has assumed its obligations) and complies with all other obligations under this Agreement in respect thereof. (bi) Any Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell may assign to one or more Eligible Lenders assignees, which may not be the Borrower, Holdings or any Subsidiary or affiliate of the Borrower or Holdings (each, an “ParticipantsAssignee”) participating interests in any Loan owing to such Lender, any Commitment all or a portion of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s its rights and obligations under this Agreement (including all or a portion of its Commitments and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain Loans) with the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the prior written consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amountAdministrative Agent, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender consent of the Administrative Agent shall have any obligation to disclose be required for an assignment of all or any portion of the Participant Register (including the identity of any Participant or any information relating a Loan to a Participant’s interest in any CommitmentsLender, Loans an affiliate of a Lender or its other obligations under any Loan Document) to any Person except an Approved Fund. In addition, prior 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender mayInitial Maturity Date, in the ordinary course event that any such assignment would result in the Initial Lenders holding less than 50.1% of its commercial banking business and in accordance with Applicable Lawthe aggregate principal amount of the Bridge Loans, at any time and from time to time assign to any the assigning Lender or any Affiliate thereof that is an Eligible Lender or, with must also obtain the prior written consent of the Administrative Agent Borrower (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and ); provided that no consent of the Registrants Borrower shall be deemed required for an assignment to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible a Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee that is not a Lender or Defaulting Lender, an Affiliate affiliate of a Lender that is an Eligible not a Defaulting Lender, the Registrantsan Approved Fund (as defined below) or, if an Event of Default has occurred and delivered is continuing, any other Person; (ii) Assignments shall be subject to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 following additional conditions: (or, A) except in the case of an Assignment and Acceptance covering all assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining portion amount of an the assigning Lender’s rights Commitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any; (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, (x) the Assignee 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 together with a Commitment as set forth therein, processing and recordation fee of $3,500 and (y2) the assigning Lender thereunder shall, shall have paid in full any amounts owing by it 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent; and (C) together with payment by the assigning Lender or Assignee Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent of a registration and processing fee of $3,000 an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (for which no Borrower shall have an obligation to reimburse), may contain material non-public information about the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (grelated parties or their respective securities) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans will be made available and Notes relate only to absolute assignments and that who may receive such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, information in accordance with Applicable Lawthe assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsHoldings, the BorrowersBorrower, the Lenders, the Administrative Agent Agents, all future holders of the Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agents and each Lender. (b) Any Lender may, in without the ordinary course consent of its commercial banking business and the Borrower, in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions or other entities (“Participants”each, a "Participant") participating interests in any Revolving Credit Loan owing to such Lender, any the Revolving Credit Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Revolving Credit Loan or any Reimbursement Obligation for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which In no event shall any Lender may grant Participant under any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the participation have any right to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) , or any consent to any Person departure by any Loan Party therefrom, except to the extent that such disclosure is necessary to establish that such Commitmentamendment, Loan waiver or other obligation is in registered form under Section 5f.103-1(c) consent would reduce the principal of, or interest on, the Loans or Reimbursement Obligations or any fees payable hereunder, release all or substantially all of the United States Treasury RegulationsCollateral, release all or substantially all of the Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement, or postpone the date of the final maturity of the Loans, in each case to the extent subject to such participation. The entries Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 with respect to its participation in the Commitments and the Loans and Reimbursement Obligations outstanding from time to time as if it were a Lender; provided that, in the case of Section 2.15, such Participant Register shall have complied with the requirements of said Section and provided, further, that no Participant shall be conclusive absent manifest error, and each Person whose name is recorded entitled to receive any greater amount pursuant to any such Section 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 Register shall be treated as the owner of had no such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender (an "Assignor") may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law and upon written notice to the Syndication Agent, at any time and from time to time assign to any Lender or any affiliate or Approved Fund or Control Investment Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent Borrower, the relevant Issuing Lender and the Agents (which, in each case, shall not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender bank, financial institution or other entity (an “"Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, Assignee and such assigning Lender and the Administrative Agent Assignor (and, provided (i) no Default where the consent of the Borrower or Event of Default shall have occurred the Agents is required pursuant to the foregoing provisions, by the Borrower and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrantssuch other Persons) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that assignments no such assignment to entities an Assignee (other than Lenders any Lender or Affiliates thereof must any affiliate or Approved Fund thereof) shall be in amounts an aggregate principal amount of at least less than $5,000,000 (or, other than in the case of an Assignment and Acceptance covering assignment of all or the remaining portion of an assigning a Lender’s rights and obligations 's interests under this Agreement), all of such lesser amount)unless otherwise agreed by the Borrower, the Syndication Agent and the Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 Revolving Credit Commitment and/or Loans and other interests as set forth therein, and (y) the assigning Lender Assignor 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 or the remaining portion of an assigning Lender’s Assignor's rights and obligations under this Agreement, such assigning Lender Assignor shall cease to be a party hereto (except as to Sections 2.102.14, 2.11 2.15, 2.17 and 9.5 in respect of the period prior to such effective date). Notwithstanding any provision of this Section, the effective date of such Assignment and Acceptance) and the Commitment consent of the Assignee Borrower shall not be in an amount equal to required for any assignment that occurs at any time when any Event of such assigning Lender prior to the execution of such Assignment Default shall have occurred and Acceptance)be continuing. (d) The Administrative AgentAgent shall, on behalf of the BorrowersBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Loans Revolving Extensions of Credit owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof Revolving Extensions of Credit and any Notes evidencing the Loans recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contraryAgreement. Any assignment of any Loan Loan, whether or other obligation hereunder not evidenced by a Note Note, shall be effective only upon appropriate entries with respect thereto being made in the RegisterRegister (and each Note shall expressly so provide). Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Assignee, and the old Notes shall be returned by the Administrative Agent to the Borrower marked "canceled". The Register shall be available for inspection by the Borrowers Borrower or any Lender (with respect to any entry relating to such Lender's Revolving Extensions of Credit) or Agent 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 Lender Assignor and an Assignee (and and, in any case where the Administrative Agentconsent of any other Person is required by Section 9.6(c), by each such other Person) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500 (for except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Xxxxxx Commercial Paper Inc. or any Affiliate thereof or (z) in the case of an Assignee which no Borrower shall have is already a Lender or is an obligation to reimburseaffiliate or Approved Fund of a Lender or a Person under common management with a Lender), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders Lenders, the Agents and the Borrower. On or prior to each such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the Note of the assigning Lender) a new Note to the order of such Assignee in an amount equal to the Revolving Credit Commitment acquired by it pursuant to such Assignment and Acceptance and, if the Assignor has retained a Revolving Credit Commitment, upon request, a new Note to the order of the Assignor in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Note or Notes shall be dated the Closing Date and shall otherwise be in the form of the Note or Notes replaced thereby. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, Agents, and all future holders of the Administrative Agent Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Specified Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, insurance companies, mutual funds, or other financial institutions or other entities (“Participants”"SPECIFIED PARTICIPANTS") participating interests in any Specified Loan owing to such Lender, any Note held by such Lender, any Specified Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Specified Lender of a participating interest to a Specified Participant, such Specified Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Specified Lender shall remain solely responsible for the performance thereof, such Specified Lender shall remain the holder of any such Specified Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Specified Borrower and the Administrative Specified Agent shall continue to deal solely and directly with such Specified Lender in connection with such Specified Lender’s 's rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant No Specified Lender shall permit any Specified Participant to which have the right to consent to any amendment or waiver in respect of this Agreement or any of the other Loan Documents, except that such Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including Specified Participant the right to approve consent to any amendment, modification amendment or waiver of any provision in respect of this Agreement; provided Agreement or the other Loan Documents that such participation agreement may provide that would, directly or indirectly, (i) such Lender will not agree to reduce the aggregate amount or extend the final maturity of any modificationSpecified Loan, amendment or waiver reduce the stated rate of this Agreement described in clauses (i) through (ix) any interest or fee payable hereunder or extend the scheduled date of the proviso in Section 9.1 without the consent of the Participant and any payment thereof or (ii) consent to the assignment or transfer by the Specified Borrower of any of its rights and obligations under this Agreement or any of the other Loan Documents. Each Specified Borrower agrees that if amounts outstanding under this Agreement and the Specified Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Specified Participant may obtain voting rights limited shall be deemed to changes have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Specified Lender under this Agreement or any Note, PROVIDED that in purchasing such participating interest, such Specified Participant shall be deemed to have agreed to share with the Specified Lenders the proceeds thereof as provided in subsection 12.7 (a) as fully as if it were a Specified Lender hereunder. The Specified Borrower also agrees that each Specified Participant shall be entitled to the benefits of subsections 4.5, 4.6 and 4.7 with respect to its participation in the Specified Commitments and the Specified Loans and Specified Accommodations outstanding from time to time as if it was a Specified Lender; PROVIDED that in the case of subsection 4.6 and 4.7, such Specified Participant shall have complied with the requirements of said subsection and PROVIDED, FURTHER, that no Specified Participant shall be entitled to receive any greater amount pursuant to any such subsection than the transferor Specified Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Specified Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Specified Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Specified Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any other Specified Lender of the same class, any local affiliate thereof or any Affiliate thereof that is an Eligible a Related Fund of such Specified Lender or, with the consent of the Administrative Specified Agent and the Specified Borrower (such consents not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank, mutual fund, or financial or lending institution or any fund that is regularly engaged in making, purchasing, or investing in loans or securities (an “Assignee”a "SPECIFIED ASSIGNEE") all or any part of its rights and obligations under this Agreement and the other Loan Documents any Specified Notes pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Specified Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the a Specified Assignee that is not then a Specified Lender of the same class, a local affiliate thereof or an Affiliate a Related Fund of a Lender that is an Eligible such Specified Lender, by the RegistrantsSpecified Agent) and delivered to the Administrative Specified Agent for its acceptance and recording in the Specified Register; provided, however, PROVIDED that assignments to entities other than Lenders or Affiliates thereof must (x) each such transfer shall be in amounts respect of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining a portion of an such assigning Lender’s 's rights and obligations under this AgreementAgreement and any Specified Notes equal to or in excess of the Equivalent Amount of $2,500,000 or, all if such assigning Lender's outstanding Commitment on the date of such lesser amount)assignment is less than the Equivalent Amount of $2,500,000, the aggregate of such assigning Lender's Commitments hereunder, or as otherwise agreed by the Specified Borrower and the Specified Agent, (y) no Swing Line Lender may transfer any portion of its Specified Swing Line Commitment without the consent of the Specified Borrower (such consent not to be unreasonably withheld) and (z) if any Lender assigns a part of its rights and obligations under this Agreement in respect of any of its Specified Revolving Credit Loans and/or Specified Revolving Credit Commitments to a Specified Assignee, such Lender shall assign proportionate interests in its other Revolving Credit Loans and Revolving Credit Commitments. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (xy) the Specified Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Specified Lender hereunder with a Commitment Specified Commitments as set forth therein, and (yz) the assigning Specified Lender 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 or the remaining portion of an assigning Specified Lender’s 's rights and obligations under this Agreement, such assigning Specified Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancehereto). (d) The Administrative AgentEach Specified Agent acting, on behalf for this purpose, as agent of the Borrowers, Specified Borrower shall maintain at the its address of the Administrative Agent referred to in Section 9.2 subsection 12.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”"SPECIFIED REGISTER") for the recordation of the names and addresses of the Specified Lenders and the Commitment Specified Commitments of, and principal amount of the Specified Loans owing to, each Specified Lender from time to timetime and any Specified Notes evidencing such Specified Loans. The entries in the Specified Register shall be conclusive, in the absence of manifest error, and each Borrowerthe Borrowers, the Administrative Agent Agents and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Specified Register as the owner of a Loan or other obligation hereunder as the owner thereof Specified Loans and any Specified Notes evidencing such Specified Loans recorded therein for all purposes of this Agreement Agreement. No assignment or transfer of any Specified Loan (or portion thereof) or any Specified Note evidencing such Specified Loan shall be effected unless and until it has been recorded in the other Loan Documents, notwithstanding any notice to the contrarySpecified Register as provided in this subsection 12.6(d). Any assignment or transfer of any Loan all or other obligation hereunder not evidenced by part of a Specified Note shall be effective registered on the Register only upon appropriate entries with respect thereto being made surrender for registration of assignment or transfer of the Specified Note, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Specified Notes in the Registersame aggregate principal amount shall be issued to the designated Assignee and the old Specified Notes shall be returned by the Specified Agent to the Borrower marked "cancelled". The Specified Register shall be available for inspection by the Borrowers or any Lender 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 Specified Lender and an a Specified Assignee (and and, in the Administrative case of a Specified Assignee that is not, before such assignment, a Specified Lender, an affiliate thereof or a Related Fund of such Specified Lender, by the Specified Agent) together with payment payment, by the assigning Lender or Assignee a Specified Assignee, to the Administrative Specified Agent of a registration and processing fee of the Equivalent Amount of $3,000 4,000 (for which no Borrower shall have except in the case of a Specified Assignee that is a Specified Lender, an obligation affiliate thereof or a Related Fund of such Specified Lender) if the Specified Assignee is not a Specified Lender prior to reimburse)the execution of the Specified Assignment and Acceptance and $1,000 otherwise, the Administrative Specified Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Specified Register and give notice of such acceptance and recordation to the Lenders assigning Specified Lender, the Specified Assignee and the Specified Borrower. On or prior to each such effective date, if requested, the Specified Borrower, at its own expense, shall execute and deliver to the Specified Agent (in exchange for any Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note of the assigning Specified Lender) a new Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note, as the case may be, to the order of such Specified Assignee in an amount equal to the Specified Revolving Credit Commitment, Specified Swing Line Commitment or portion of the Specified Term Loan, as the case may be, assumed by it pursuant to such Specified Assignment and Acceptance and, if the assigning Specified Lender has retained a Specified Revolving Credit Commitment, Specified Swing Line Commitment or portion of a Specified Term Loan hereunder, a new Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note, as the case may be, to the order of the assigning Specified Lender in an amount equal to the Specified Revolving Credit Commitment or Specified Term Loan, as the case may be, retained by it hereunder. Such new Specified Notes shall be in the form of the Specified Note replaced thereby. (f) Each The Specified Borrower authorizes each Specified Lender to disclose to any Specified Participant or Specified Assignee (each, a “Transferee”"SPECIFIED TRANSFEREE") and any prospective Specified Transferee any and all financial information in such Specified Lender’s 's possession concerning such Borrower the Credit Parties and its their Affiliates which has been delivered to such Specified Lender by or on behalf of such Borrower the Credit Parties pursuant to this Agreement or which has been delivered to such Specified Lender by or on behalf of such Borrower the Credit Parties in connection with such Specified Lender’s 's credit evaluation of the Registrants, the Borrowers Specified Borrower and their its Affiliates prior to becoming a party to this Agreement subject Agreement, under the condition such Specified Transferee or prospective Specified Transferee agrees to comply with the obligations in Section 9.10(b)provisions of subsection 12.16. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section subsection concerning assignments of Specified Loans and Specified Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a US Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent Agent, the Collateral Agent, all other parties to this Agreement, all future holders of the Notes and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, : (i) such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, ; (ii) such Lender shall remain the holder of any such Loan Note for all purposes under this Agreement and the other Loan Documents, and ; (iii) the Borrowers 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant ; and (iv) such a participating interest Participant shall provide that such Lender shall retain the sole have no right and responsibility to enforce the obligations of any Borrower or any other Loan Party relating to the Borrowers hereunder, including the right Obligations or to approve any amendment, modification or waiver of any provision of this Agreement, other than any amendment, modification, supplement or waiver decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans and L/C Obligations, extending the scheduled final maturity of the Loans or any date scheduled for payment of interest on the Loans or any fees, extending the Commitments or releasing any material Collateral or Guarantee; provided in the case of any of the foregoing, that the interests held by such Participant are directly affected by such amendment, modification, supplement or waiver. (a) as fully as if it were a Lender hereunder. Each Borrower also agrees that each Participant shall be entitled to the benefits of subsections 6.13, 6.14 and 6.16 with respect to its participation agreement may provide in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of subsection 6.14, such Participant shall have complied with the requirements of said subsection 6.14; and provided, further, that (i) such Lender will not agree no Participant shall be entitled to receive any greater amount pursuant to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of such subsection than the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited transferor Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to (an "Assignee"): (i) any Lender or any Affiliate thereof that is an Eligible Lender oraffiliate thereof, with the consent of the Administrative Agent (which shall not to be unreasonably withheld); or (ii) an additional bank, financial institution or other entity, with the consent of the Administrative Agent and the Borrowers (which shall not be unreasonably withheld or delayed) and (so long and, except as no Default or Event set forth in subsection 14.7(e), shall not require the making of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice additional payment to the Administrative Agent within three (3) Business Daysor any Borrower), to provided that such consent of the Borrowers shall not be required at any time when an additional Eligible Lender (an “Assignee”) Event of Default has occurred and is continuing; all or any part of its rights and obligations under this Agreement and the other Loan Documents Notes pursuant to an Assignment assignment and Acceptanceacceptance, substantially in the form of Exhibit 9.6(cH (the "Assignment and Acceptance"), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderaffiliate thereof, by the RegistrantsBorrowers) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.that:

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agents and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions, or other entities (“Participants”"PARTICIPANTS") participating interests in any Loan owing to such Lender, any (a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of subsections 6.11, 6.12, 6.13 and 13.6 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender, PROVIDED that, in the case of subsection 6.12, such Participant shall have complied with the requirements of said subsection and PROVIDED, FURTHER, that no Participant shall be entitled to receive any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of greater amount pursuant to any such sale by a subsection than the transferor Lender of a participating interest would have been entitled to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loansparticipation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent Participants (other than an Affiliate of the Borrowers, maintain a register on which it enters Lender granting such participation) shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) the name and address extension of each Participant and the principal amounts (and stated interest) scheduled final maturity date of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the principal amount of or the postponement of the date of payment of interest on any Loan allocated to such Participant Register (including it being understood that changes in interim amortization amounts are not extensions of scheduled final maturity dates), or the identity extension of the expiration date beyond the Revolving Credit Commitment Termination Date of any Participant Letter of Credit allocated to such Participant, (ii) a reduction of the principal amount of or any information relating to a Participant’s the rate of interest in any Commitments, Loans or its other obligations under payable on any Loan Documentallocated to such Participant (other than any waiver of any increase in the interest rate applicable to Loans pursuant to subsection 6.6(c)), (iii) to any Person except to an increase in 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) Commitments of the United States Treasury Regulations. The entries transferor Lender to such Participant, or (iv) the release of any Lien granted in favor of the Collateral Agent with respect to all or substantially all of the Collateral (an increase in the Participant Register amount of any Indebtedness of the Borrower secured ratably by the Collateral shall not be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall deemed to be treated as the owner a release of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant RegisterCollateral). (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or Lender, any Affiliate thereof that is an Eligible Lender orthereof, or Related Fund of any Lender, with the consent of the Borrower (other than during the existence of a Default or an Event of Default) and, in the case of assignments by Lenders, the Administrative Agent (which in each case shall not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender bank or financial institution or other entity (an “Assignee”"ASSIGNEE") all or any part of its rights and obligations (in minimum amounts equal to at least (x) $1,000,000 in the case of 104 Term Loans or Term Loan Commitments other than as covered by the succeeding clause (y), or (y) $5,000,000 in the case of Term A Loans, Term A Loan Commitments, Revolving Credit Commitments or, if the Revolving Commitments have been terminated, Revolving Credit Loans, if the applicable Assignee is not then a Lender, an Affiliate thereof, or Related Fund of any Lender unless such assignment is of all of a Lender's interest hereunder) under this Agreement and the other Loan Documents (or such lesser amount agreed to by the Borrower and Administrative Agent) pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), Acceptance executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderthereof, by the RegistrantsBorrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (xi) the Assignee 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 Commitments as set forth therein, provided that no such Assignee shall be entitled to the benefits of subsections 6.11, 6.12, 6.13 and 13.6 in any greater amount than that to which the assigning Lender would have been entitled had no such assignment occurred, and (yii) the assigning Lender 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 or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto hereto, except that it shall (except to the extent arising out of such time as it was a Lender) remain entitled to Sections 2.10, 2.11 and 9.5 in respect the benefit of the period prior indemnities and other rights stated to survive the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancetermination hereof). (d) The Administrative Agent, on behalf acting for this purpose as an agent of the BorrowersBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 subsection 13.3 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”"REGISTER") for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in conclusive and the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) shall treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder as the owner thereof recorded therein for all purposes of this Agreement and the other Loan DocumentsAgreement, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender Borrower 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 Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Borrower and the Administrative Agent) together Agent in accordance with the provisions of subsection 13.7(c)), and, if the Administrative Agent so requires at its sole discretion, a payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of up to $3,000 3,500 (except that no such registration and processing fee shall be payable in the case of an Assignee which is already a Lender, an Affiliate of such Lender or a Related Fund of any Lender and in the case of assignments on the same day by a Lender to more than one fund managed or advised by the same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for which no Borrower shall have an obligation all such assignments by such Lender 105 to reimbursesuch funds), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each the Borrower. No assignment shall be effective unless it has been recorded in the Register as provided in this subsection 13.7(e). (f) Each Subject to the provisions of subsection 13.18, the Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”"TRANSFEREE") and any prospective Transferee any and all financial information in such Lender’s 's possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section subsection concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law or any pledge or assignment of any Loan or Note by a Lender that is an investment fund to its trustee in support of its obligations to its trustee, without notice to or consent of the Borrower or the Agents; PROVIDED HOWEVER that any assignment by such trustee shall be subject to the provisions of subsection 13.7(c) hereof. (h) Notwithstanding anything to the contrary contained herein, any Lender may grant (a "GRANTING LENDER") to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; PROVIDED THAT (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this subsection 13.7, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative 106 Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section may not be amended as to any SPC without the written consent of such SPC.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Laws, at any time sell to one or more Eligible Lenders (“Participants”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent Borrower and Lender and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. Lender may, with the prior written consent of Borrower (not to be unreasonably withheld), assign to any person all or a portion of its rights and obligations under this Agreement; provided that no such consent of Borrower shall be required if an Event of Default shall have occurred and be continuing or if the assignee is an Affiliate of the Lender. Any assignment or transfer not in compliance with this Section 9.6 shall be null and void. (b) Any The Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable laws, at any time sell to one or more Eligible Lenders Persons as permitted by law (“Participants”) participating interests in any Loan owing to such Lenderthe Loans, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan the Loans for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, Borrower hereunder including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender Borrower agrees that sells a participation if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, acting solely for to the maximum extent permitted by applicable laws, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this purpose Agreement to the same extent as if the amount of its participating interest were owing directly to it as a non-fiduciary agent Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with Lender the proceeds thereof on a pro rata basis in accordance with the percentage of the Borrowers, maintain outstanding Obligations held by such Participant as fully as if it were a register on which it enters the name and address of Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.10, 2.11 and the principal amounts (and stated interest) of each Participant’s interest 2.15 with respect to its participation in the Notes or other obligations under the Agreement (the “Participant Register”)Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.11 and 2.15, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than Lender shall would have any obligation been entitled to disclose all or any portion receive in respect of the amount of the participation transferred by such transferor Lender to such Participant Register (including had no such transfer occurred unless the identity of any Participant or any information relating entitlement to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person except to the extent greater payment results from a change a Requirement of Law 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 occurs after the Participant Register shall be conclusive absent manifest error, and each Person whose name is recorded in acquired the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerparticipation. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (gd) Lender, acting solely for this purpose as a non-fiduciary agent of Borrower (and such agency being solely for tax purposes), shall maintain a register for the recordation of the names and addresses of the Transferees and principal amounts (and stated interest) owing to, each Transferee pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error. (e) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan the Loans or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a). (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the amounts owing hereunder and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Note for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that Documents and such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including Borrower relating to the right Loans and other obligations owing to such Lender and to approve any amendment, modification modification, or waiver of any provision of this Agreement; provided that such participation agreement may provide that Agreement (other than amendments, modifications, or waivers (i) decreasing the amount of principal of or the rate at which interest is payable on such Lender will not agree to any modificationLoans or Notes, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, (iii) extending its Commitment, (iv) permitting any assignment or transfer of any of the Borrower's rights or obligations under this Agreement) or (v) releasing all or substantially all of the Collateral. The Borrower agrees that if amounts outstanding under this Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant may obtain voting rights limited shall be deemed to changes have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note; provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Section 2.14, Section 2.15 and Section 2.16 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it were a Lender; provided that, in the case of Section 2.15, such Participant shall have complied with the requirements of said Section; and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender mayLender, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender ormay, with the consent of the Administrative Agent (which consent shall not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayedwithheld), and provided that the Registrants shall be deemed to have consented assign to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days)Lender or any affiliate or Approved Fund thereof, to an additional Eligible Lender bank, financial institution, fund or commingled investment vehicle, or other Person (an “"Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents Notes pursuant to an Assignment and Acceptanceassignment agreement, substantially in the form of Exhibit 9.6(cD (or such other form approved by the Administrative Agent's in its sole discretion) (an "Assignment and Assumption Agreement"), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderaffiliate or Approved Fund thereof, by the Registrants) Administrative Agent and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that assignments to entities other than Lenders or Affiliates thereof (i) any such assignment must be in amounts a minimum amount equal to the lesser of (x) $1,000,000 and (y) the aggregate Commitments and outstanding Loans of such Lender then in effect, and (ii) after giving effect to any such assignment, such Lender shall have either (x) sold all its rights and obligations hereunder and under the Notes or (y) retained at least $5,000,000 (or, in 1,000,000 of the case of an Assignment aggregate Commitments and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount)outstanding Loans. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and AcceptanceAssumption Agreement, (x1) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender hereunder with a Commitment and Loans as set forth therein, therein and (y2) the assigning Lender thereunder shallthereunder, to the extent provided in such Assignment and AcceptanceAssumption Agreement, shall be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as hereto; provided that the provisions of Section 2.14, Section 2.15, Section 2.16 and Section 9.5 shall continue to Sections 2.10, 2.11 and 9.5 in respect of benefit such assigning Lender to the period extent required by such Sections). On or prior to the effective date of determined pursuant to such Assignment and AcceptanceAssumption Agreement, (i) appropriate entries shall be made in the accounts of the assigning Lender and the Commitment Register evidencing such assignment and releasing the Borrower from any and all obligations to the assigning Lender in respect of the assigned Loan or Loans and (ii) appropriate entries evidencing the assigned Loan or Loans shall be made in the accounts of the Assignee and the Register as required by Section 9.6(d). In the event that any Notes have been issued in respect of the assigned Loan or Loans, such Notes shall be in an amount equal to that of such marked "cancelled" and surrendered by the assigning Lender prior to the execution of such Assignment and Acceptance)Administrative Agent for return to the Borrower. (d) The Administrative AgentAgent shall maintain, on behalf of the Borrowers, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 9.2, a copy of each Assignment and Acceptance Assumption Agreement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The To the extent permitted by applicable law, the entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Borrower and the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder recorded therein as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender Borrower at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Assumption Agreement executed by an the assigning Lender and an Assignee (and and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Administrative AgentAgent ) together with payment by the assigning Lender or by the Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse)3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) Assumption Agreement and, on the effective date determined pursuant thereto thereto, shall record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any advance hereunder, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.6(f), any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section may not be amended without the written consent of the SPC. (g) The Borrower authorizes each Lender the Lenders to disclose to any Participant or Assignee (each, a “"Transferee”") and any prospective Transferee Transferee, any and all financial information in such Lender’s the Lenders' possession concerning such the Borrower and its respective Affiliates which has been delivered to such Lender the Administrative Agent or the Lenders by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender the Administrative Agent or the Lenders by or on behalf of such the Borrower in connection with such the Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its respective Affiliates prior to becoming a party to this Agreement subject Agreement; provided that each such Transferee and prospective Transferee agrees in writing to be bound by the obligations in provisions of Section 9.10(b)9.8. (gh) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not Nothing herein shall prohibit assignments creating security interests, including, without limitation, any pledge Lender from pledging or assignment by a Lender of assigning any Loan or Note to any Federal Reserve BankBank in accordance with applicable law. In order to facilitate such pledge or assignment, the Borrower hereby agrees that, upon request of any Lender at any time and from time to time on or any other central bank having jurisdiction over after the Cash Collateral Release Date, the Borrower shall provide to such Lender, at the Borrower's own expense, a promissory note in accordance with Applicable Lawsubstantially the form of Exhibit A-1.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsParent, the BorrowersCompany, the Lenders, the Administrative Agent Agent, all future holders of the Notes and their respective successors and assigns, except that, except as may otherwise be provided herein, that neither any Registrant the Parent nor any the Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Revolving Credit Loan owing to such Lender, any Revolving Credit Note held by such Lender, any Revolving Credit Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Revolving Credit Note for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrowers, the other Loan Parties, 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 Agreement and the other Loan Documents. Any agreement pursuant In no event shall a Lender that sells a participation agree with the Participant to which take or refrain from taking any Lender may grant such a participating interest shall provide action hereunder or under any other Loan Document except that such Lender shall retain may agree with the sole right and responsibility to enforce the obligations of the Borrowers hereunderParticipant that it will not, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and Participant, agree to (i) extend the term of such Lender's related Revolving Credit Commitment or extend the amount or date of any scheduled reduction of such Revolving Credit Commitment pursuant to Section 2.06 (ii) extend the date fixed for the payment of principal of or interest on the related Revolving Credit Loan or Revolving Credit Loans or any portion of any fee hereunder payable to the participant, (iii) reduce the amount of any such payment of principal, (iv) reduce the rate at which interest is payable thereon, or any fee hereunder payable to the participant, to a level below the rate at which the participant is entitled to receive such interest or fee or (v) consent to any modification, supplement or waiver hereof or of any of the other Loan Documents to the extent that the same, under Section 9.01 hereof, requires the consent of each Lender. Each of the Parent and the Company agrees that if amounts outstanding under this Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant may obtain voting rights limited shall be deemed to changes have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Credit Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Revolving Credit Note, PROVIDED that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.07(a) as fully as if it were a Lender hereunder. The Borrowers also agree that each Participant shall be entitled to the benefits of Sections 2.11, 2.12 and 2.13 with respect to its participation in the Commitments and the Revolving Credit Loans outstanding from time to time as if it was a Lender; PROVIDED that, in the case of Section 2.13 such Participant shall have complied with the requirements of said Section and PROVIDED, FURTHER, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time may assign to any Lender one or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) more assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the other Loan Documents pursuant Revolving Credit Loans at the time owing to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(cit), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided ; PROVIDED that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, except in the case of an assignment to a Lender or an assignment by the Administrative Agent or the Arranger in connection with the syndication of the Revolving Credit Loans the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld), (ii) except in the case of an assignment to a Lender, an assignment of the entire remaining amount of the assigning Lender's Revolving Credit Commitment or an assignment by the Administrative Agent or the Arranger in connection with the syndication of the Revolving Credit Loans, the amount of the Revolving Credit Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance covering with respect to such assignment is delivered to the Administrative Agent) shall not be less than $2,000,000 unless the Administrative Agent otherwise consents, (iii) each partial assignment shall be made as an assignment of a proportionate part of all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance (iv) the parties to each assignment shall execute and recording, from and after deliver to the effective date determined pursuant to such Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (x) the Assignee thereunder such fee shall be a party hereto and, to waived if such assignment is made between the extent provided in such Assignment assigning Lender and Acceptance, have the rights and obligations any of a Lender hereunder with a Commitment as set forth thereinits Affiliates), and (yv) the assigning Lender thereunder shallassignee, 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender if it shall cease to not be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the BorrowersLender, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee deliver to the Administrative Agent of a registration and processing fee of $3,000 (for which an Administrative Questionnaire; PROVIDED, FURTHER, that notwithstanding the foregoing no Borrower such assignment shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose be made to any Participant or Assignee assignee which is not (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.as

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of each of the Registrants, the BorrowersLoan Parties party hereto, the Lenders, the Administrative Agent Agent, the Other Representatives, all future holders of the Loans and their respective successors and assigns, except thatthat none of the Loan Parties may, except as may otherwise be provided hereinother than in accordance with subsection 8.5, neither any Registrant nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Revolving Credit Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan (and any Note evidencing such Loan) for all purposes under this Agreement and the other Loan Documents, Documents and the Borrowers Loan Parties 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender's rights and enforce the obligations each of the Borrowers Loan Parties' obligations hereunder, including the right to approve consent to any amendment, supplement, modification or waiver of any 118 125 provision of this Agreement; Agreement or any of the other Loan Documents, provided that such participation agreement may provide that (i) such Lender will not agree would be required to obtain the consent of the Participant prior to consenting to any modificationamendment, amendment supplement, modification or waiver of this Agreement described in clauses (i) through (ixx) to which the affirmative vote of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the LoansLender would be required. Each Lender The Borrower agrees that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have be entitled to the benefits of subsections 4.9, 4.10, 4.11, 4.12 and 11.5 without regard to whether it has granted any obligation to disclose participating interests, and that all or any portion of the Participant Register (including the identity of any Participant or any information relating amounts payable to a Participant’s interest in any CommitmentsLender under subsections 4.9, 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 Commitment4.10, 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 4.11 and 4.12 shall be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall be treated determined as the owner of if such participation for all purposes of this Agreement notwithstanding Lender had not granted any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registersuch participating interests. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any other Lender or any Affiliate thereof that is an Eligible of such assigning Lender or, with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as and, if no Default or Event of Default shall have has occurred and be is continuing) , the Registrants Borrower (which consent in each case shall not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank or financial institution (an “"Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents any Notes, including, without limitation, its Revolving Credit Commitment and Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c)H, executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderthereof, by the RegistrantsBorrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; providedprovided that (unless the Administrative Agent, howeverand if no Default or Event of Default has occurred and is continuing, that assignments the Borrower, otherwise consent in writing) no such transfer to entities an Assignee (other than Lenders a Lender or Affiliates thereof must any Affiliate or to an Approved Fund of the assigning Lender) shall be (i) in amounts an aggregate principal amount not less than $5,000,000 in the aggregate (or, if less, the full amount of such assigning Lender's Term Loans, Revolving Credit Loans and Revolving Credit Commitment) and (ii) if a partial assignment, after giving effect to such partial assignment, the assigning Lender shall have remaining Loans and Commitments aggregating at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount)5,000,000. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 Revolving Credit Commitment and the Term Loans, as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, shall be released from its obligations under this Agreement to the extent that such obligations shall have been expressly assumed by the Assignee pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except but shall nevertheless continue to be entitled to the benefits of subsections 4.10, 4.11, 4.12 and 11.5). Notwithstanding the foregoing, no Assignee, which as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered any assignment to it and a register (the “Register”pursuant to this subsection 11.6(c) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time would be entitled to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of receive any Loan greater payment under subsection 4.10 or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by 4.11 than the assigning Lender or Assignee would have been entitled to receive as of such date under such subsections with respect to the Administrative Agent of a registration and processing fee of $3,000 (for which no rights assigned, shall be entitled to receive such payments unless the Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.expressly

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the Notes and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. Any assignment or transfer by the Borrower without such written consent shall be void and of no force or effect. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Note for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender's rights and enforce the Borrower's obligations of the Borrowers hereunder, including the right to approve consent to any amendment, supplement, modification or waiver of any provision of this Agreement; Agreement or any of the other Loan Documents, provided that such participation agreement may provide that (i) such Lender will not agree to any modificationamendment, amendment supplement, modification or waiver of this Agreement described in clauses clause (i) through or (ixii) of the proviso in Section 9.1 to the second sentence of subsection 11.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the LoansParticipant. Each Lender shall be entitled to the benefits of subsections 4.9, 4.10, 4.11, 4.12, and 11.5 without regard to whether it has granted any participating interests; provided, however, that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal all amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating payable to a Participant’s interest in any CommitmentsLender under subsections 4.9, 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 Commitment4.10, 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 4.11, 4.12, and 11.5 shall be conclusive absent manifest error, and each Person whose name is recorded in the Participant Register shall be treated determined as the owner of if such participation for all purposes of this Agreement notwithstanding Lender had not granted any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registersuch participating interests. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is or, at any time upon the occurrence and during the continuance of an Eligible Lender orEvent of Default, with the prior written consent of the Administrative Agent and, at any other time, with the prior written consent of the Borrower and the Agent (which in each case shall not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank, financial institution or mutual fund (an “"Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents Notes, including, without limitation, its Commitments and Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c)G, executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower and the Agent in accordance with the terms of a Lender that is an Eligible Lender, the Registrantsthis subsection 11.6(c)) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that assignments to entities (i) no such transfer (other than Lenders to a Lender or Affiliates thereof must any Affiliate thereof) shall be in amounts of at least an aggregate principal amount less than $5,000,000 (or, in if less, the case full amount of an Assignment and Acceptance covering such assigning Lender's Commitment), (ii) if any Lender assigns all or the remaining portion any part of an assigning Lender’s its rights and obligations under this AgreementAgreement to one of its Affiliates in connection with or in contemplation of the sale of its interest in such Affiliate, the Borrower's prior written consent, not to be unreasonably withheld, shall be required for such assignment and (iii) in the event of a transfer of less than all of such lesser amountrights and obligations to an additional bank, financial institution or mutual fund that is not then a Lender or any Affiliate thereof, such Lender after such sale shall retain Commitments and/or Loans (without duplication) aggregating at least 4% of the then outstanding Commitments and/or Loans (without duplication). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (xi) the Assignee 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 (yii) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, shall be released from its obligations under this Agreement to the extent that such obligations shall have been expressly assumed by the Assignee pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancehereto). (d) The Administrative Agent, Agent acting on behalf of and as agent for the Borrowers, Borrower shall maintain at the its address of the Administrative Agent referred to in Section 9.2 subsection 11.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder as the owner thereof recorded therein for all purposes of this Agreement and the other Loan DocumentsAgreement, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, (x) at any time upon the occurrence and during the continuance of an Event of Default, by the Agent and (y) at any other time, by the Borrower and the Administrative Agent) ), together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), 4,000 the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give prompt notice of such acceptance and recordation to the Lenders and the Borrower. On or prior to each such effective date, the assigning Lender shall surrender the outstanding Notes held by it, all or a portion of which are being assigned, and the Borrower, at its own expense, shall execute and deliver to the Agent (in exchange for the outstanding Notes of the assigning Lender) a new Note, to the order of such Assignee in an amount equal to the amount of such Assignee's Commitment, after giving effect to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount of such Lender's Commitment after giving effect to such Assignment and Acceptance. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Note replaced thereby. The Notes surrendered by the assigning Lender shall be returned by the Agent to the Borrower marked "canceled". (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “"Transferee”") and any prospective Transferee Transferee, subject to the provisions of subsection 11.14, any and all financial information in such Lender’s 's possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject Agreement. No assignment or participation made or purported to be made to any Transferee shall be effective without the obligations in Section 9.10(b)prior written consent of the Borrower if it would require the Borrower to make any filing with any Governmental Authority or qualify any Loan or Note under the laws of any jurisdiction. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not Nothing herein shall prohibit assignments creating security interests, including, without limitation, any pledge Lender from pledging or assignment by a Lender of assigning any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This The provisions of this Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent parties hereto and their respective successors and assignsassigns permitted hereby (such assignee, an “Assignee”), except that, except as may otherwise be provided herein, neither any Registrant nor any Borrower that no party to this Agreement may assign or otherwise transfer any of its rights or obligations under this Agreement hereunder without the prior written consent of each Lenderthe other party (provided that no consent of the Borrower shall be required after the occurrence and during the continuance of an Event of Default). (b) Assignments shall be subject to the following additional conditions: (A) any Term Loans acquired by the Borrower or any Subsidiary shall be retired and cancelled promptly upon acquisition thereof; and (B) whether or not the Borrower’s consent to any assignment is required hereunder, the assigning Lender shall (1) promptly notify the Borrower of such assignment and (2) update the Register to reflect such assignment. (C) Notwithstanding the foregoing, no Lender shall be permitted to make assignments under this Agreement to any Disqualified Lender, except to the extent the Borrower has consented to such assignment in writing (in which case the Lender will not be considered a Disqualified Lender solely for that particular assignment). (D) Subject to acceptance and recording thereof pursuant to subsection 10.6(f) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by 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 assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and bound by any related obligations under) subsections 3.10, 3.11, 3.13 and 10.5, and bound by its continuing obligations under subsection 10.16). Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this subsection 10.6 shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with subsection 10.6(f). (c) The Borrower hereby designates the Lender, and the Lender agrees, to serve as the Borrower’s non-fiduciary agent, solely for purposes of this subsection 10.6, to maintain in New York, New York (or such other place as the Lender may designate in a notice to the Borrower from time to time) a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lender, and the Commitments of, and interest on and principal amount of the Term Loans owing to, the Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower (and, solely with respect to entries applicable to the Lender, the Lender), at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Xxxxxx and an Assignee and any written consent to such assignment required by this subsection 10.6(a), the Lender shall accept such Assignment and Acceptance, record the information contained therein in the Register and give prompt notice of such assignment and recordation to the Borrower. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (e) On or prior to the effective date of any assignment pursuant to this subsection 10.6(b), the assigning Lender shall surrender any outstanding Notes held by it all or a portion of which are being assigned. Any Notes surrendered by the assigning Xxxxxx shall be returned by the Lender to the Borrower marked “cancelled.” Furthermore, no Assignee, which as of the date of any assignment to it pursuant to this subsection 10.6(b) would be entitled to receive any greater payment under subsection 3.10, 3.11 or 10.5 than the assigning Lender would have been entitled to receive as of such date under such subsections with respect to the rights assigned, shall be entitled to receive such greater payments unless the assignment was made after an Event of Default under subsection 8.1(a) or 8.1(f) (with respect to the Borrower) has occurred and is continuing or the Borrower has expressly consented in writing to waive the benefit of this provision at the time of such assignment. (i) The Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at without the consent of the Borrower, sell participations (other than, to the extent the list of Disqualified Lenders has been made available to the Lender, to a Disqualified Lender, a natural person, the Borrower, any time sell Subsidiary thereof or any Affiliates thereof) to one or more Eligible Lenders banks or other entities (a “ParticipantsParticipant”) participating interests in any Loan all or a portion of the Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment, and the Term Loans owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under it); provided that (A) the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such (B) the Lender shall remain solely responsible to the other parties hereto for the performance thereofof such obligations, such (C) the Lender shall remain the holder of any such Loan Term Loans for all purposes under this Agreement and the other Loan SPV Investment Documents, and (D) the Borrowers Borrower and the Administrative Agent other Lender shall continue to deal solely and directly with such the Lender in connection with such the Lender’s rights and obligations under this Agreement and the other Loan DocumentsAgreement. Any agreement pursuant to which any the Lender may grant sells such a participating interest participation shall provide that such the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) that, to the extent of such participation, the Lender will not agree to any modificationnot, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and Participant, agree to any amendment, modification or waiver that (1) requires the consent of the Lender directly affected thereby pursuant to clause (i) (other than with respect to (i) reductions or forgiveness of premium or (ii) the Participant may obtain voting rights limited to changes in respect postponements of any scheduled amortization) or (iii) of the principal amountsecond proviso to the second sentence of subsection 10.1(a) and (2) directly affects such Participant. Subject to paragraph (f)(iii) of this subsection 10.6, the Borrower agrees that each Participant shall be entitled to the benefits of (and shall have the related obligations under) subsections 3.10, 3.11, 3.13 and 10.5 to the same extent as if it were the Lender and had acquired its interest ratesby assignment pursuant to paragraph (b) of this subsection 10.6. To the extent permitted by law, fees each Participant also shall be entitled to the benefits of subsection 10.7(b) as though it were the Lender, provided that such Participant shall be subject to subsection 10.7(a) as though it were the Lender. Notwithstanding the foregoing, the Lender shall not be permitted to sell participations under this Agreement to any Disqualified Lender and term of any such participation shall be void ab initio, except to the Loansextent the Borrower has consented to such participation in writing (in which case the Lender will not be considered a Disqualified Lender solely for that particular participation). Each Any attempted participation which does not comply with this subsection 10.6 shall be null and void. (ii) The Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interestrelated interest amount) of each Participant’s interest in the Notes Term Loans or other obligations under the Agreement SPV Investment Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitmentscommitments, Loans loans, letters of credit or its other obligations under any Loan SPV Investment Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit, Tax proceeding or any other governmental inquiry to establish that such Commitmentcommitment, Loan loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury RegulationsRegulations and Proposed United States Treasury Regulations Section 1.163-5(b) (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall treat each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (ciii) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants No Loan Party shall be deemed obligated to make any greater payment under subsection 3.10, 3.11 or 10.5, than it would have consented been obligated to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, make in the absence of manifest errorany participation, and each Borrower, unless the Administrative Agent sale of such participation is made with the prior written consent of the Borrower and the Lenders may (and, in Borrower expressly waives the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes benefit of this Agreement and provision at the other Loan Documents, notwithstanding any notice time of such participation. No Participant shall be entitled to the contrary. Any assignment benefits of any Loan subsection 3.11 to the extent such Participant fails to comply with subsection 3.11(b) and/or (c) or other to provide the forms and certificates referenced therein to the Lender that granted such participation and such failure increases the obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in of the Register. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior noticeBorrower under subsection 3.11. (eiv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee Subject to paragraph (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimbursef)(iii), the Administrative Agent shall Lender may also sell participations on terms other than the terms set forth in paragraph (if)(i) promptly accept above, provided such Assignment participations are on terms and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to Participants satisfactory to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which the Borrower has been delivered consented to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower terms and Participants in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)writing. (g) For avoidance [Reserved]. (h) No assignment or participation made or purported to be made to any Assignee or Participant shall be effective without the prior written consent of doubtthe Borrower if it would require the Borrower to make any filing with any Governmental Authority or qualify any Term Loan or Note under the laws of any jurisdiction, and the parties Borrower shall be entitled to request and receive such information and assurances as it may reasonably request from the Lender or any Assignee to determine whether any such filing or qualification is required or whether any assignment or participation is otherwise in accordance with applicable law; provided that any such request shall be made solely for the foregoing purposes and not for the purpose of identifying the name of any Participant. (i) [Reserved]. (j) [Reserved]. (k) Notwithstanding anything contained in this Agreement acknowledge that or any other SPV Investment Document to the contrary, if the Lender or Participant at any time is a Disqualified Lender, then for so long as the Lender or Participant shall be a Disqualified Lender, the provisions of this Section concerning assignments subsection 10.6(k) shall apply with respect to such Disqualified Lender unless the Borrower shall have otherwise expressly consented in writing in its sole discretion (and regardless of Loans and Notes relate only whether the Borrower shall have consented to absolute assignments and any assignment or participation to the Lender or Participant). (i) [reserved] (ii) [reserved]. (iii) No Disqualified Lender (whether as the Lender, a Participant or otherwise) shall have any right to (A) receive any information or material made available to the Lender hereunder or under any other SPV Investment Document, (B) have access to any Internet or intranet website to which any of the Lender has access (whether a commercial, third-party or other website or whether sponsored by the Borrower or otherwise), (C) attend (including by telephone) or otherwise participate in any meeting or discussions (or portions thereof) among or with the Borrower and/or one or more Lender, (D) receive any information or material prepared by the Borrower and/or one or more Lender or (E) receive advice of counsel to the Lender or challenge their attorney-client privilege. Any Disqualified Lender shall not solicit or seek to obtain any such information or material. If at any time any Disqualified Lender receives or possesses any such information or material, such Disqualified Lender shall (1) notify the Borrower as soon as possible that such provisions do information or material has become known to it or came into its possession, (2) immediately return to the Borrower or, at the option of the Borrower, destroy (and confirm to the Borrower such destruction) such information or material, together with any notes, analyses, compilations, forecasts, studies or other documents related thereto which it or its advisors prepared and (3) keep such information or material confidential and shall not prohibit assignments creating security interests, including, without limitation, utilize such information or material for any pledge purpose. The Lender (whether or not then a party hereto) agrees to notify the Borrower as soon as possible if it becomes aware that (x) it made an assignment by to or has a participation with a Disqualified Lender or (y) any such Disqualified Xxxxxx has received any such information of materials. (iv) The rights and remedies of the Borrower provided herein are cumulative and are not exclusive of any Loan other rights and remedies provided to the Borrower at law or Note in equity, and the Borrower shall be entitled to pursue any Federal Reserve Bank, remedy available to it against the Lender that has (or has purported to have) made an assignment or sold or maintained a participation to or with a Disqualified Lender or against any other central bank having jurisdiction over such Disqualified Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a1) This The provisions of this Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent parties hereto and their respective successors and assignsassigns permitted hereby, except that, except as may otherwise be provided herein, neither any Registrant nor any that no Borrower may assign or otherwise transfer any of its respective rights or obligations under this Agreement hereunder without the prior written consent of each LenderXxxxxx. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement or to the Borrowers or any Subsidiary thereof. (b2) Any Lender may, in the ordinary course of its commercial banking business Each Borrower agrees and in accordance with Applicable Laws, at any time sell consents that Xxxxxx may assign to one or more Eligible Lenders assignees (“Participants”) participating interests in any Loan owing to such Lendertogether with its successors and assigns, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part a portion of its rights and obligations under this Agreement (including all or a portion of the Loan) without any limitation whatsoever. Each Borrower hereby waives any and all notices of assignment by Xxxxxx or by any Assignee. Each Borrower also agrees that any Assignee will be considered the other Loan Documents pursuant to an Assignment and Acceptance, substantially absolute owner of such Assignee’s interest in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender Loan and the Administrative Agent (and, provided (i) no Default or Event of Default shall will have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations granted to such Assignee. Each Borrower further waives all rights of a offset or counterclaim that it may have now or hereafter against Lender hereunder with a Commitment as set forth therein, or against any Assignee and (y) the assigning unconditionally agrees that either Lender thereunder shall, to the extent provided in or such Assignment and Acceptance, be released from its Assignee may enforce such Xxxxxxxx’s obligations under this Agreement (and, the Loan Documents irrespective of the failure or insolvency of any holder of any interest in the case Loan. Each Borrower further agrees that any Assignee may enforce its interests irrespective of an Assignment and Acceptance covering all any personal claims or the remaining portion of an assigning defenses that such Borrower may have against Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d3) The Administrative AgentEach Borrower agrees and consents to Xxxxxx’s sale or transfer, on behalf whether now or hereafter, of the Borrowers, shall maintain at the address of the Administrative Agent referred one or more participation interests in this loan facility to in Section 9.2 a copy of each Assignment one or more purchasers (together with its successors and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing toassigns, each a “Participant”), whether related or unrelated to Lender. Lender from time may provide, without any limitation whatsoever, to time. The entries in any one or more purchasers, or potential purchasers, any information of knowledge Lender may have about the Register shall be conclusive, in the absence of manifest errorBorrowers or about any other matter relating to this loan, and each Borrower, the Administrative Agent and the Lenders Borrower hereby waives any rights to privacy Borrower may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries have with respect thereto being made in the Registerto such matters. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee additionally waives any and all financial information notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Each Borrower also agrees that any Participant will be considered the absolute owner of such Participant’s interest in the Loan and will have all the rights granted to it under the participation agreement or agreements governing the sale of such LenderParticipant’s possession concerning interest. Each Borrower further waives all rights of offset or counterclaim that it may have now or hereafter against Lender or against any Participant and unconditionally agrees that either Lender or such Participant may enforce such Borrower’s obligations under the Loan Documents irrespective of the failure or insolvency of any holder of any interest in the Loan. Each Borrower further agrees that any Participant may enforce its interests irrespective of any personal claims or defenses that such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)may have against Xxxxxx. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the RegistrantsTWTC, the BorrowersBorrower, the Lenders, the Administrative Agent Agents, all future holders of the Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (bi) Any Revolving Lender may, in without the ordinary course consent of its commercial banking business and the Borrower or any Agent, in accordance with Applicable Lawsapplicable law, at any time sell to one any Person (other than a natural Person or more Eligible Lenders the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ParticipantsRevolving Participant”) participating interests in all or a portion of any Revolving Loan owing to such Revolving Lender, any Revolving Commitment of such Revolving Lender or any other interest of such Revolving Lender hereunder and under the other Loan Documents. In the event of any such sale by a Revolving Lender of a participating interest to a Revolving Participant, such Revolving Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Revolving Lender shall remain solely responsible for the performance thereof, such Revolving Lender shall remain the holder of any such Revolving Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower, the Administrative Agent, the Issuing Lender and the Administrative Agent Lenders shall continue to deal solely and directly with such Revolving Lender in connection with such Revolving Lender’s rights and obligations under this Agreement and the other Loan Documents. For the avoidance of doubt, each Revolving Lender shall be responsible for the indemnity under Section 11.7(a) with respect to any payments made by such Revolving Lender to its Revolving Participant(s). Any agreement or instrument pursuant to which any a Revolving Lender may grant sells such a participating interest participation shall provide that such Revolving Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement or instrument may provide that (i) such Revolving Lender will not agree to any modificationnot, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Revolving Participant, agree to any amendment, modification or waiver or modification that would reduce the principal of, or interest on, the Revolving Loans or any fees payable hereunder, or postpone the date of the final maturity of the Revolving Loans, in each case to the extent it affects such Revolving Participant. The Borrower agrees that each Revolving Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(g) (it being understood that the documentation required under Section 2.20(g) shall be delivered to the participating Revolving Lender)) to the same extent as if it were a Revolving Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that such Revolving Participant (A) agrees to be subject to the provisions of Section 2.23 as if it were an assignee under paragraph (c) of this Section; and (iiB) shall not be entitled to receive any greater payment under Sections 2.20 or 2.21, with respect to any participation, than its participating Revolving Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Revolving Participant may obtain voting rights limited acquired the applicable participation. To the extent permitted by law, each Revolving Participant also shall be entitled to changes in respect the benefits of the principal amount, interest rates, fees and term of the LoansSection 12.7(a)(i) as though it were a Revolving Lender; provided that such Revolving Participant agrees to be subject to Section 2.18 as though it were a Revolving Lender. Each Revolving Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the BorrowersBorrower, maintain a register on which it enters the name and address of each Revolving Participant and the principal amounts of (and stated interestinterest on) of each Revolving Participant’s interest in the Notes Loans or other obligations under the Agreement Loan Documents (the “Revolving Participant Register”); provided that no Revolving Lender shall have any obligation to disclose all or any portion of the Revolving Participant Register (including the identity of any Revolving Participant or any information relating to a Revolving Participant’s interest in any Commitmentscommitments, Loans loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitmentcommitment, Loan loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Revolving Participant Register shall be conclusive absent manifest error, and such Revolving Lender shall treat each Person whose name is recorded in the Revolving Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Revolving Participant Register. (cii) Any Term Loan B Lender may, in without the ordinary course consent of its commercial banking business and the Borrower or any Agent, in accordance with Applicable Lawapplicable law, at any time and from time to time assign sell to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Term Loan B Participant”) participating interests in all or a portion of any Term Loan B Loan owing to such Term Loan B Lender, any Term Loan B Commitment of such Term Loan B Lender or any Affiliate thereof that is an Eligible other interest of such Term Loan B Lender orhereunder and under the other Loan Documents. In the event of any such sale by a Term Loan B Lender of a participating interest to a Term Loan B Participant, with such Term Loan B Lender’s obligations under this Agreement to the consent other parties to this Agreement shall remain unchanged, such Term Loan B Lender shall remain solely responsible for the performance thereof, such Term Loan B Lender shall remain the holder of any such Term Loan B Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent (not shall continue to be unreasonably withheld or delayed) deal solely and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any directly with such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Term Loan B Lender (an “Assignee”) all or any part of its in connection with such Term Loan B Lender’s rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in Documents. For the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, each Term Loan B Lender shall be responsible for the parties indemnity under Section 11.7(a) with respect to any payments made by such Term Loan B Lender to its Term Loan B Participant(s). Any agreement or instrument pursuant to which a Term Loan B Lender sells such a participation shall provide that such Term Loan B Lender shall retain the sole right to enforce this Agreement acknowledge and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Term Loan B Lender will not, without the consent of the Term Loan B Participant, agree to any amendment, modification or waiver or modification that would reduce the principal of, or interest on, the Term Loan B Loans or any fees payable hereunder, or postpone the date of the final maturity of the Term Loan B Loans, in each case to the extent it affects such Term Loan B Participant. The Borrower agrees that each Term Loan B Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 (subject to the requirements and limitations therein, including the requirements under Section 2.20(g) (it being understood that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.documentation required under

Successors and Assigns; Participations and Assignments. (a) This ------------------------------------------------------ Agreement shall be binding upon and inure to the benefit of the RegistrantsFunds, the Borrowers, the Lenders, the Administrative Agent and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant Fund nor any Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender, except as may otherwise be provided herein. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable laws, at any time sell to one or more Eligible Lenders (“"Participants”") participating interests in any Loan owing to ------------ such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may -------- provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses clause (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender Borrower agrees that sells a participation if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, acting solely for to the maximum extent permitted by applicable laws, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this purpose Agreement to the same extent as if the amount of its participating interest were owing directly to it as a non-fiduciary agent Lender under this Agreement, provided that, in purchasing such participating interest, such -------- Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. Each Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.10 and 2.11 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.11, such Participant shall have complied -------- with the requirements of said Section and provided, further, that no Participant -------- shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion amount of the participation transferred by such transferor Lender to such 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 had no 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to (1) any Lender or any Affiliate affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent or (not to be unreasonably withheld or delayed2) and (so long as no Default or Event of Default shall have has occurred and be is continuing) , with the Registrants (consent of the Borrowers, which consent is not to be unreasonably withheld delayed or delayedwithheld, and provided that and, in any event, with the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to reasonable consent of the Administrative Agent within three (3) Business Days)Agent, to an additional Eligible Lender (an “"Assignee”") -------- all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the -------------- Administrative Agent (and, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible the assigning Lender, the RegistrantsFunds, on behalf of the Borrowers) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, -------- however, that assignments to entities other than Lenders or Affiliates thereof ------- must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount)5,000,000. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s Xxxxxx's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and -------- the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each BorrowerFund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative AgentAgent and consented to in writing by the Borrowers if the assignment is not to an Affiliate of a Lender and no Default or Event of Default has occurred) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each BorrowerFund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers. (f) Each Borrower Fund, on its own behalf or if applicable on behalf of the investment portfolios thereof which are Borrowers, authorizes each Lender to disclose to any Participant or Assignee (each, a “"Transferee”") and any ---------- prospective Transferee any and all financial information in such Lender’s 's possession concerning such Fund or such Borrower and its their Affiliates which has been delivered to such Lender by or on behalf of such Borrower Fund or such Borrowers pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower Fund or such Borrowers in connection with such Lender’s Xxxxxx's credit evaluation of the Registrantssuch Funds, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, Agents, and all future holders of the Administrative Agent Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Specified Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, insurance companies, mutual funds, or other financial institutions or other entities (“Participants”"SPECIFIED PARTICIPANTS") participating interests in any Specified Loan owing to such Lender, any Note held by such Lender, any Specified Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Specified Lender of a participating interest to a Specified Participant, such Specified Lender’s 's obligations under this Agreement to the other parties to this Agreement shall (a) as fully as if it were a Specified Lender hereunder. The Specified Borrower also agrees that each Specified Participant shall remain unchangedbe entitled to the benefits of subsections 4.5, 4.6 and 4.7 with respect to its participation in the Specified Commitments and the Specified Loans and Specified Accommodations outstanding from time to time as if it was a Specified Lender; PROVIDED that in the case of subsection 4.6 and 4.7, such Lender Specified Participant shall remain solely responsible for have complied with the performance thereofrequirements of said subsection and PROVIDED, such Lender FURTHER, that no Specified Participant shall remain the holder of be entitled to receive any greater amount pursuant to any such Loan for all purposes under this Agreement and subsection than the other Loan Documents, and the Borrowers and the Administrative Agent shall continue transferor Specified Lender would have been entitled to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Specified Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Specified Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Specified Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any other Specified Lender of the same class, any local affiliate thereof or any Affiliate thereof that is an Eligible a Related Fund of such Specified Lender or, with the consent of the Administrative Specified Agent and the Specified Borrower (such consents not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank, mutual fund, or financial or lending institution or any fund that is regularly engaged in making, purchasing, or investing in loans or securities (an “Assignee”a "SPECIFIED ASSIGNEE") all or any part of its rights and obligations under this Agreement and the other Loan Documents any Specified Notes pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Specified Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the a Specified Assignee that is not then a Specified Lender of the same class, a local affiliate thereof or an Affiliate a Related Fund of a Lender that is an Eligible such Specified Lender, by the RegistrantsSpecified Agent) and delivered to the Administrative Specified Agent for its acceptance and recording in the Specified Register; provided, however, PROVIDED that assignments to entities other than Lenders or Affiliates thereof must (x) each such transfer shall be in amounts respect of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining a portion of an such assigning Lender’s 's rights and obligations under this AgreementAgreement and any Specified Notes equal to or in excess of the Equivalent Amount of $2,500,000 or, all if such assigning Lender's outstanding Commitment on the date of such lesser amount)assignment is less than the Equivalent Amount of $2,500,000, the aggregate of such assigning Lender's Commitments hereunder, or as otherwise agreed by the Specified Borrower and the Specified Agent, (y) no Swing Line Lender may transfer any portion of its Specified Swing Line Commitment without the consent of the Specified Borrower (such consent not to be unreasonably withheld) and (z) if any Lender assigns a part of its rights and obligations under this Agreement in respect of any of its Specified Revolving Credit Loans and/or Specified Revolving Credit Commitments to a Specified Assignee, such Lender shall assign proportionate interests in its other Revolving Credit Loans and Revolving Credit Commitments. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (xy) the Specified Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Specified Lender hereunder with a Commitment Specified Commitments as set forth therein, and (yz) the assigning Specified Lender 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 or the remaining portion of an assigning Specified Lender’s 's rights and obligations under this Agreement, such assigning Specified Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancehereto). (d) The Administrative AgentEach Specified Agent acting, on behalf for this purpose, as agent of the Borrowers, Specified Borrower shall maintain at the its address of the Administrative Agent referred to in Section 9.2 subsection 12.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”"SPECIFIED REGISTER") for the recordation of the names and addresses of the Specified Lenders and the Commitment Specified Commitments of, and principal amount of the Specified Loans owing to, each Specified Lender from time to timetime and any Specified Notes evidencing such Specified Loans. The entries in the Specified Register shall be conclusive, in the absence of manifest error, and each Borrowerthe Borrowers, the Administrative Agent Agents and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Specified Register as the owner of a Loan or other obligation hereunder as the owner thereof Specified Loans and any Specified Notes evidencing such Specified Loans recorded therein for all purposes of this Agreement Agreement. No assignment or transfer of any Specified Loan (or portion thereof) or any Specified Note evidencing such Specified Loan shall be effected unless and until it has been recorded in the other Loan Documents, notwithstanding any notice to the contrarySpecified Register as provided in this subsection 12.6(d). Any assignment or transfer of any Loan all or other obligation hereunder not evidenced by part of a Specified Note shall be effective registered on the Register only upon appropriate entries with respect thereto being made surrender for registration of assignment or transfer of the Specified Note, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Specified Notes in the Registersame aggregate principal amount shall be issued to the designated Assignee and the old Specified Notes shall be returned by the Specified Agent to the Borrower marked "cancelled". The Specified Register shall be available for inspection by the Borrowers or any Lender 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 Specified Lender and an a Specified Assignee (and and, in the Administrative case of a Specified Assignee that is not, before such assignment, a Specified Lender, an affiliate thereof or a Related Fund of such Specified Lender, by the Specified Agent) together with payment payment, by the assigning Lender or Assignee a Specified Assignee, to the Administrative Specified Agent of a registration and processing fee of the Equivalent Amount of $3,000 4,000 (for which no Borrower shall have except in the case of a Specified Assignee that is a Specified Lender, an obligation affiliate thereof or a Related Fund of such Specified Lender) if the Specified Assignee is not a Specified Lender prior to reimburse)the execution of the Specified Assignment and Acceptance and $1,000 otherwise, the Administrative Specified Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Specified Register and give notice of such acceptance and recordation to the Lenders assigning Specified Lender, the Specified Assignee and the Specified Borrower. On or prior to each such effective date, if requested, the Specified Borrower, at its own expense, shall execute and deliver to the Specified Agent (in exchange for any Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note of the assigning Specified Lender) a new Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note, as the case may be, to the order of such Specified Assignee in an amount equal to the Specified Revolving Credit Commitment, Specified Swing Line Commitment or portion of the Specified Term Loan, as the case may be, assumed by it pursuant to such Specified Assignment and Acceptance and, if the assigning Specified Lender has retained a Specified Revolving Credit Commitment, Specified Swing Line Commitment or portion of a Specified Term Loan hereunder, a new Specified Revolving Credit Note, Specified Swing Line Note or Specified Term Note, as the case may be, to the order of the assigning Specified Lender in an amount equal to the Specified Revolving Credit Commitment or Specified Term Loan, as the case may be, retained by it hereunder. Such new Specified Notes shall be in the form of the Specified Note replaced thereby. (f) Each The Specified Borrower authorizes each Specified Lender to disclose to any Specified Participant or Specified Assignee (each, a “Transferee”"SPECIFIED TRANSFEREE") and any prospective Specified Transferee any and all financial information in such Specified Lender’s 's possession concerning such Borrower the Credit Parties and its their Affiliates which has been delivered to such Specified Lender by or on behalf of such Borrower the Credit Parties pursuant to this Agreement or which has been delivered to such Specified Lender by or on behalf of such Borrower the Credit Parties in connection with such Specified Lender’s 's credit evaluation of the Registrants, the Borrowers Specified Borrower and their its Affiliates prior to becoming a party to this Agreement subject Agreement, under the condition such Specified Transferee or prospective Specified Transferee agrees to comply with the obligations in Section 9.10(b)provisions of subsection 12.16. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section subsection concerning assignments of Specified Loans and Specified Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a US Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, the Collateral Agent, all future holders of the Notes and their respective successors and permitted assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan ------------ owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents, provided that such Participant shall be a Qualifying Canadian -------- Institution. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Note for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower, the Collateral Agent 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce exercise such Lender's rights and enforce (a) as fully as if it were a Lender hereunder. The Borrower agrees that each Lender shall be entitled to the obligations benefits of the Borrowers hereundersubsections 5.7, including the right 5.8 and 5.9 and 12.1 without regard to approve whether it has granted any amendmentparticipating interests, modification or waiver of any provision of this Agreement; provided and that such participation agreement may provide that (i) all amounts payable to a Lender under subsections 5.7, 5.8 and 5.9 shall be determined as if such Lender will had not agree to granted any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the Loans. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registerparticipating interests. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender Lender, or any Affiliate thereof that is an Eligible Lender or, with the prior written consent of the Administrative Agent (not to be unreasonably withheld or delayed) Borrower and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days)Agent, to an additional Eligible Lender bank or financial institution (an “"Assignee”") all or any part of its rights and -------- obligations under this Agreement and the other Loan Documents Notes, including, without limitation, its Commitments, L/C Obligations, Acceptances, Acceptance Notes and Loans, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c)F, executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the 131 an Assignee that is not then a Lender, a U.S. Lender or an Affiliate of a Lender that is an Eligible Lenderthereof, by the RegistrantsBorrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register; providedprovided that (i) the -------- Assignee is a Qualifying Canadian Institution, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, ii) in the case of any such transfer of the full amount of such assigning Lender's Commitment to an Assignment additional bank or financial institution, the consent of the Administrative Agent and Acceptance covering the Borrower shall not be unreasonably withheld, (iii) if any Lender assigns all or the remaining portion any part of an assigning Lender’s its rights and obligations under this AgreementAgreement to one of its Affiliates in connection with or in contemplation of the sale of its interest in such Affiliate, all the Borrower's prior written consent (not to be unreasonably withheld) shall be required for such assignment and (iv) if any Lender assigns a part of its rights and obligations under this Agreement to an Assignee, such Lender shall assign proportionate interests in its Commitment, Revolving Credit Loans, Acceptances, Acceptance Notes, L/C Obligations, participations in Swing Line Loans and Letters of Credit and other rights and obligations hereunder to such Assignee; and provided, further, that no Lender -------- shall be permitted to make an assignment of its rights and obligations hereunder to an Assignee unless the parent, a subsidiary or an affiliate of such lesser amount)Lender which is party to the U.S. Credit Agreement makes a concurrent and proportionate assignment of its rights and obligations thereunder to the proposed Assignee or the parent, a subsidiary or an affiliate of the proposed Assignee, such assignment to be effected in accordance with subsection 11.6(c) of the U.S. Credit Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, shall be released from its obligations under this Agreement to the extent that such obligations shall have been expressly assumed by the Assignee pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except hereto). Notwithstanding the foregoing, no Assignee, which as to Sections 2.10, 2.11 and 9.5 in respect of the period prior date of any assignment to it pursuant to this subsection 12.6(c) would be entitled to receive any greater payment under subsection 5.8 or 5.9, than the assigning Lender would have been entitled to receive as of such date under such subsections with respect to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee rights assigned, shall be entitled to receive such payments unless the Borrower has consented in an amount equal to that of such assigning Lender prior writing to the execution of such Assignment and Acceptance)assignment. (d) The Administrative Agent, on behalf of the Borrowers, Agent shall maintain at the its address of the Administrative Agent referred to in Section 9.2 subsection 12.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Register”") for the recordation of the names and addresses -------- of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent, the Collateral Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder as the owner thereof recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the RegisterAgreement. The Register shall be available for inspection by the Borrowers Borrower, the Collateral Agent or any Lender 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 Lender and an Assignee (and, in the case of an Assignee that is not then a Lender, or an Affiliate thereof, executed by the Borrower and the Administrative Agent) ), together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 C$1,500 (for which no Borrower shall have in the case of any assignment to a Lender, an obligation to reimburseAffiliate thereof) and C$3,500 (in the case of any other assignment), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the 133 information contained therein in the Register and give prompt notice of such acceptance and recordation to the Lenders and the Borrower. On or prior to such effective date, the assigning Lender shall surrender the outstanding Notes held by it all or a portion of which are being assigned, and the Borrower, at its own expense, shall execute and deliver to the Administrative Agent (in exchange for the outstanding Notes of the assigning Lender) a new Revolving Credit Note and/or Swing Line Note, as the case may be, to the order of such Assignee and representing the obligation of the Borrower to pay an amount equal to (i) in the case of a Revolving Credit Note, the lesser of (A) the amount of such Assignee's Commitment and (B) the aggregate principal amount of all Revolving Credit Loans made by such Assignee, and (ii) in the case of a Swing Line Note, the lesser of (A) the Swing Line Commitment and (B) the aggregate principal amount of all Swing Line Loans made by such Assignee, in each Borrowercase with respect to the relevant Commitment after giving effect to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Revolving Credit Note and/or Swing Line Note, as the case may be, to the order of the assigning Lender and representing the obligation of the Borrower to pay an amount equal to (i) in the case of a Revolving Credit Note, the lesser of (A) the amount of such Lender's Commitment and (B) the aggregate principal amount of all Revolving Credit Loans made by such Lender, and (ii) in the case of a Swing Line Note, the lesser of (A) the Swing Line Commitment and (B) the aggregate principal amount of all Swing Line Loans made by such Lender, in each case with respect to the relevant Commitment after giving effect to such Assignment and Acceptance. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Note replaced thereby. The Notes surrendered by the assigning Lender shall be returned by the Administrative Agent to the Borrower marked "cancelled". (f) Each The Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “"Transferee”") and any prospective Transferee Transferee, ---------- subject to the 134 provisions of subsection 12.15, any and all financial information in such Lender’s 's possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject Agreement. No assignment or participation made or purported to be made to any Transferee shall be effective without the obligations in Section 9.10(b). (g) For avoidance prior written consent of doubt, the parties Borrower if it would require the Borrower to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, make any pledge filing with any Governmental Authority or assignment by a Lender of qualify any Loan or Note to under the laws of any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Lawjurisdiction.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent and their respective successors and permitted assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any . The Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents, provided that each such sale shall be of Loans and Commitments in an aggregate amount of at least $5,000,000 and provided further, that no Lender may so sell its Commitments so that less than $5,000,000 of such Commitments are held by such Lender without participating interests therein, unless such Lender so sells 100% of its Commitments, in each case, unless otherwise agreed by the Borrower and the Administrative Agent. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any No Lender shall be entitled to create in favor of any Participant, in the participation agreement pursuant to which any Lender may grant such a Participant's participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunderbe created or otherwise, including the any right to vote on, consent to or approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree matter relating to any modification, amendment or waiver of this Agreement described or any other Loan Document except for those specified in clauses (i) through and (ixii) of the proviso to subsection 10. 1. The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have (a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of subsections 2.15, 2.16 and 2.17 (Requirements of Law, Taxes and Indemnity) with respect to its participation in Section 9.1 without the consent Commitments and the Loans outstanding from time to time as if it was a Lender; PROVIDED that, in the case of subsection 2.16 (Taxes), such Participant shall have complied with the requirements of said subsection and PROVIDED, FURTHER, that no Participant and (ii) shall be entitled to receive any greater amount pursuant to any such subsection than the Participant may obtain voting rights limited transferor Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Upon prior written notice to the Borrower, any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayedBorrower, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three and the Issuing Bank (3) Business Dayswhich in each case shall not be unreasonably withheld), to an additional Eligible Lender bank or financial institution (an “Assignee”"ASSIGNEE") all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c)G, executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderaffiliate thereof, by the Borrower, the RegistrantsAdministrative Agent and the Issuing Bank) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, howeverPROVIDED that, that assignments to entities other than Lenders or Affiliates thereof must each such sale be in amounts of Loans and Commitments of an aggregate amount of at least $5,000,000 (orand provided further, in that no Lender party to this Agreement on the case date hereof may so sell any of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all its initial Commitments hereunder such that such Lender holds directly less than $5,000,000 of such lesser amount)Commitments unless such Lender so sells 100% of its Commitments. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 thereintherein PROVIDED that, no Assignee shall be entitled to receive any greater amount pursuant to subsection 2.16 than the assignor Lender would have been entitled to receive in respect of the amount assigned by such assignor Lender to such Assignee had no such assignment occurred, and (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto hereto). Notwithstanding any provision of this paragraph (except as to Sections 2.10c) and paragraph (e) of this subsection, 2.11 and 9.5 in respect the consent of the period prior Borrower shall not be required, and, unless requested by the Assignee and/or the assigning Lender, new Notes shall not be required to be executed and delivered by the effective date of such Assignment and Acceptance) and the Commitment Borrower, for any assignment which occurs at any time when any of the Assignee events described in Section 8(f) shall have occurred and be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)continuing. (d) The Administrative Agent, on behalf of the BorrowersBorrower, shall maintain at the address of the Administrative Agent referred to in Section 9.2 subsection 10.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”"REGISTER") for the recordation of the names and addresses of the Lenders and the Commitment Commitments of, and principal amount amounts of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each the Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers Borrower or any Lender 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 Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Borrower and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse)3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each the Borrower. (f) Each Subject to subsection 10.16, the Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”"TRANSFEREE") and any prospective Transferee any and all financial information in such Lender’s 's possession concerning such the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such the Borrower in connection with such Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b)Agreement. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section subsection concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that (i) the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each LenderLender and (ii) any attempted assignment or transfer by the Borrower without such consent shall be null and void. (b) Notwithstanding anything in this Section to the contrary, any Farm Credit Lender that (i) is the owner of a participation from any Lender other than any Conduit Lender in the minimum original face amount of $10,000,000, (ii) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the Borrower (provided no Default or Event of Default has occurred and is continuing) and the Administrative Agent (in each case, which shall not be unreasonably withheld) to become a Voting Participant, shall be entitled to vote for so long as such Farm Credit Lender owns such participation and notwithstanding any subparticipation by such Farm Credit Lender (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (x) state the full name, as well as all contact information required of an Assignee in an Assignment and Acceptance Agreement and (y) state the dollar amount of the participation purchased. The selling Lender and the Voting Participant shall notify the Administrative Agent and the Borrower within three (3) Business Days of any termination of, reduction or increase in the amount of, such participation. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Exhibit F hereto shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrower or the Administrative Agent. The voting rights hereunder are solely for the benefit of the Voting Participant and shall not inure to any assignee or participant of the Voting Participant. Any Lender other than any Conduit Lender may, in without the ordinary course consent of its commercial banking business and the Borrower or the Administrative Agent, in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions or other entities (other than the Borrower or any of its Affiliates or a natural Person) (each, an “ParticipantsOther Participant”) non-voting participating or non-voting sub-participating interests in any Loan owing to such Lender, any the Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating or sub-participating interest to a Participant, except as otherwise provided below, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which In no event shall any Lender may grant Other Participant under any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the participation or sub-participation have any right to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree any Loan Document, or any consent to any modificationdeparture by any Loan Party therefrom, amendment except any amendment, waiver or waiver of this Agreement consent described in clauses clause (iw) through or (ixx) of the proviso to Section 8.1(a) that affects such Participant, in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating or sub-participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating or sub-participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating or sub-participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.1 without 8.7 as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the consent benefits of Sections 2.12, 2.13 and 2.14 (and subject to the limitations thereof) with respect to its participation or sub-participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.13, such Participant shall have complied with the requirements of Section 2.13 as if it was a Lender, and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to Section 2.12, 2.13 or 2.14 (iias the case may be) than the Participant may obtain voting rights limited transferor Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loansparticipation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent on behalf of the BorrowersBorrower, 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 Notes Loans or other obligations under the this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Commitments or 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, or 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 conclusive, in the absence of manifest error, and such Lender, each Person Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register shall be treated pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender other than any Conduit Lender (an “Assignor”) may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender Person (other than the Borrower or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayedits Affiliates) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender Assignor and the Administrative Agent (andany other Person whose consent is required pursuant to this paragraph, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; providedprovided that (i) except as set forth below, howeverthe consent of the Borrower and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed, and in the case of the Borrower shall be deemed to have been given if the Borrower has not responded to a proposed assignment within five (5) Business Days following its receipt of notice of such proposed assignment) shall be required in the case of (x) any assignment to a Person that assignments is not a Lender or a Lender Affiliate or (y) any assignment of a Commitment to entities a Person that is not a Lender or a Lender Affiliate (except that (A) the consent of the Borrower shall not be required for any assignment that occurs when either a Default or an Event of Default shall have occurred and be continuing and (B) neither the consent of the Borrower nor the Administrative Agent shall be required for any assignment by CoBank (or its Affiliate) if CoBank (or its Affiliate) shall determine that the Borrower is not an entity eligible to borrow from CoBank (or its Affiliate)) and (ii) unless otherwise agreed by the Borrower and the Administrative Agent, no such assignment to an Assignee (other than Lenders any Lender or Affiliates thereof must any Lender Affiliate) shall be in amounts an aggregate principal amount of at least less than $5,000,000 (or10,000,000, in each case except in the case of an Assignment and Acceptance covering assignment of all or the remaining portion of an assigning a Lender’s rights and obligations interests under this Agreement. For purposes of the proviso contained in the preceding sentence, all the amount described therein shall be aggregated in respect of such lesser amount)each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 the applicable Commitment and/or Loans as set forth therein, and (y) the assigning Lender Assignor 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 or the remaining portion of an assigning LenderAssignor’s rights and obligations under this Agreement, such assigning Lender Assignor shall cease to be a party hereto (except as hereto). Notwithstanding the foregoing, any Conduit Lender may assign at any time to Sections 2.10, 2.11 and 9.5 in respect its designating Lender hereunder without the consent of the period prior Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the effective date limitations set forth in the first sentence of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancethis Section 8.6(c). (d) The Administrative AgentAgent shall, on behalf of the BorrowersBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 8.2 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 (including Voting Participants) and the Commitment of, and the principal amount (and stated interest) of the Loans owing to, each Lender (and each Voting Participant) from time to time, which Register shall be made available to the Borrower and any Lender or Voting Participant upon reasonable request. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Borrowerother Loan Party, the Administrative Agent and the Lenders may (and, in including the case of any Loan or other obligation hereunder not evidenced by a Note, shallVoting Participants) shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contraryAgreement. Any assignment of any Loan or other obligation hereunder sale of a voting participation in any Loan, whether or not evidenced by a Note Note, shall be effective only upon appropriate entries with respect thereto being made in the RegisterRegister (and each Note shall expressly so provide). The Register Any assignment or transfer of all or part of a Loan evidenced by a Note shall be available registered on the Register only upon surrender for inspection registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior noticedesignated Assignee. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and Assignor, an Assignee (and the Administrative Agent) any other Person whose consent is required by Section 8.6(c), together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500 (such fee not payable with respect to assignments to an Assignor’s Affiliate and such fee not to be payable by the Borrower, except for which no Borrower shall have an obligation assignment pursuant to reimburseSection 2.17), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to on the Lenders and to each Borrowereffective date determined pursuant thereto. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 8.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, or any Farm Credit Lender in accordance with Applicable Lawapplicable law. (g) The Borrower, upon receipt of written notice from the relevant Xxxxxx, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (f) above. (h) Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the amounts owing hereunder and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Note for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that Documents and such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including Borrower relating to the right Loans and other obligations owing to such Lender and to approve any amendment, modification modification, or waiver of any provision of this Agreement; provided that such participation agreement may provide that Agreement (other than amendments, modifications, or waivers (i) decreasing the amount of principal of or the rate at which interest is payable on such Lender will not agree to any modificationLoans or Notes, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, (iii) extending its Commitment, (iv) permitting any assignment or transfer of any of the Borrower’s rights or obligations under this Agreement) or (v) releasing all or substantially all of the Collateral. The Borrower agrees that if amounts outstanding under this Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant may obtain voting rights limited shall be deemed to changes have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note; provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of Section 2.14, Section 2.15 and Section 2.16 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it were a Lender; provided that, in the case of Section 2.15, such Participant shall have complied with the requirements of said Section; and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender mayLender, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender ormay, with the consent of the Administrative Agent (which consent shall not to be unreasonably withheld and which consent shall not be required in the case of an assignment to an affiliate or delayed) and (so long as no Default or Event Approved Fund of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayedsuch Lender), and provided that the Registrants shall be deemed to have consented assign to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days)Lender or any affiliate or Approved Fund thereof, to an additional Eligible Lender bank, financial institution, fund or commingled investment vehicle, or other Person (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents Notes pursuant to an Assignment and Acceptanceassignment agreement, substantially in the form of Exhibit 9.6(cD (or such other form approved by the Administrative Agent’s in its sole discretion) (an “Assignment and Assumption Agreement”), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderaffiliate or Approved Fund thereof, by the Registrants) Administrative Agent and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, provided that assignments to entities other than Lenders or Affiliates thereof (i) any such assignment must be in amounts a minimum amount equal to the lesser of (x) $1,000,000 and (y) the aggregate Commitments and outstanding Loans of such Lender then in effect, and (ii) after giving effect to any such assignment, such Lender shall have either (x) sold all its rights and obligations hereunder and under the Notes or (y) retained at least $5,000,000 (or, in 1,000,000 of the case of an Assignment aggregate Commitments and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount)outstanding Loans. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and AcceptanceAssumption Agreement, (x1) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender hereunder with a Commitment and Loans as set forth therein, therein and (y2) the assigning Lender thereunder shallthereunder, to the extent provided in such Assignment and AcceptanceAssumption Agreement, shall be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as hereto; provided that the provisions of Section 2.14, Section 2.15, Section 2.16 and Section 9.5 shall continue to Sections 2.10, 2.11 and 9.5 in respect of benefit such assigning Lender to the period extent required by such Sections). On or prior to the effective date of determined pursuant to such Assignment and AcceptanceAssumption Agreement, (i) appropriate entries shall be made in the accounts of the assigning Lender and the Commitment Register evidencing such assignment and releasing the Borrower from any and all obligations to the assigning Lender in respect of the assigned Loan or Loans and (ii) appropriate entries evidencing the assigned Loan or Loans shall be made in the accounts of the Assignee and the Register as required by Section 9.6(d). In the event that any Notes have been issued in respect of the assigned Loan or Loans, such Notes shall be in an amount equal to that of such marked “cancelled” and surrendered by the assigning Lender prior to the execution of such Assignment and Acceptance)Administrative Agent for return to the Borrower. (d) The Administrative AgentAgent shall maintain, on behalf of the Borrowers, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 9.2, a copy of each Assignment and Acceptance Assumption Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The To the extent permitted by applicable law, the entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Borrower and the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder recorded therein as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender Borrower at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Assumption Agreement executed by an the assigning Lender and an Assignee (and and, in the case of an Assignee that is not then a Lender or an affiliate or Approved Fund thereof, by the Administrative AgentAgent ) together with payment by the assigning Lender or by the Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500 (such fee only to be required for which no Borrower shall have an obligation to reimburseAssignee that is not then a Lender or an affiliate or Approved Fund thereof), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) Assumption Agreement and, on the effective date determined pursuant thereto thereto, shall record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (a “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any advance hereunder, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.6(f), any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section may not be amended without the written consent of the SPC. (g) The Borrower authorizes each Lender the Lenders to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee Transferee, any and all financial information in such Lender’s the Lenders’ possession concerning such the Borrower and its respective Affiliates which has been delivered to such Lender the Administrative Agent or the Lenders by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender the Administrative Agent or the Lenders by or on behalf of such the Borrower in connection with such the Lender’s credit evaluation of the Registrants, the Borrowers Borrower and their its respective Affiliates prior to becoming a party to this Agreement subject Agreement; provided that each such Transferee and prospective Transferee agrees in writing to be bound by the obligations in provisions of Section 9.10(b)9.8. (gh) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not Nothing herein shall prohibit assignments creating security interests, including, without limitation, any pledge Lender from pledging or assignment by a Lender of assigning any Loan or Note to any Federal Reserve BankBank in accordance with applicable law. In order to facilitate such pledge or assignment, or the Borrower hereby agrees that, upon request of any other central bank having jurisdiction over Lender at any time and from time to time, the Borrower shall provide to such Lender, at the Borrower’s own expense, a promissory note in accordance with Applicable Lawsubstantially the form of Exhibit A-1 (a “Term Note”).

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the amounts owing hereunder and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“Participants”"PARTICIPANTS") participating interests in any Loan owing to such Lender, any Commitment Note held by such Lender, any Commitment, LC Exposure and Credit-Linked Deposit of such Lender or and any other interest of such Lender hereunder and under the other Loan DocumentsDocuments without notice to or the consent of the Borrower or the Administrative Agent. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan Note for all purposes under this Agreement and the other Loan Documents, and 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 Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that Documents and such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including Borrower relating to the right Loans and other obligations owing to such Lender and to approve any amendment, modification modification, or waiver of any provision of this Agreement; provided that such participation agreement may provide that Agreement (other than amendments, modifications, or waivers (i) decreasing the amount of principal of or the rate at which interest is payable on such Lender will not agree to any modificationLoans or Notes or Credit-Linked Deposit, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant and (ii) extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes or Credit-Linked Deposit, (iii) extending its Commitment or LC Exposure, (iv) permitting any assignment or transfer of any of the Borrower's rights or obligations under this Agreement) or (v) releasing all or substantially all of the Collateral. The Borrower agrees that if amounts outstanding under this Agreement and the Notes are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant may obtain voting rights limited shall be deemed to changes have the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note; PROVIDED that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in SECTION 9.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the benefits of SECTION 2.15, SECTION 2.16 and SECTION 2.17 with respect to its participation in the Commitments and the Loans outstanding from time to time as if it were a Lender; PROVIDED that, in the case of SECTION 2.16, such Participant shall have complied with the requirements of said Section; and PROVIDED, FURTHER, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender mayLender, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time may assign to any Lender or any Affiliate thereof that is an Eligible Lender affiliate or Approved Fund thereof, or, with the consent of the Administrative Agent (which consent shall not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank, financial institution, fund or commingled investment vehicle, or other Person (an “Assignee”"ASSIGNEE") all or any part pro rata portion of its rights and obligations under this Agreement and the other Loan Documents Notes pursuant to an Assignment and Acceptanceassignment agreement, substantially in the form of Exhibit 9.6(cEXHIBIT C (or such other form approved by the Administrative Agent's in its sole discretion) (an "ASSIGNMENT AND ASSUMPTION AGREEMENT"), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderaffiliate or Approved Fund thereof, by the Registrants) Administrative Agent and delivered to the Administrative Agent for its acceptance and recording in the RegisterRegister (such Assignment and Assumption Agreement to be electronically execute and deliver to the Administrative Agent via an electronic settlement system then acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or, if no such system is then acceptable to the Administrative Agent, by manual execution and delivery); provided, however, PROVIDED that assignments to entities other than Lenders or Affiliates thereof (i) any such assignment must be (A) a pro rata assignment to such assignee with respect to all of its rights and interests as a Lender hereunder and (B) a pro rata assignment to such assignee with respect to all of its rights and interests as a lender under the 364-Day Credit Agreement, (ii) in amounts a minimum amount equal to the lesser of $1,000,000 and the aggregate Commitments and LC Exposure and outstanding Loans and Credit-Linked Deposits of such Lender then in effect unless (y) otherwise agreed to by each of the Borrower and the Administrative Agent or (z) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, and (iii) after giving effect to any such assignment, such Lender shall have either (x) sold all its rights and obligations hereunder and under the Notes or (y) retained at least $5,000,000 (or, in 1,000,000 of the case of an Assignment aggregate Commitments and Acceptance covering all or the remaining portion of an assigning Lender’s rights LC Exposure and obligations under this Agreement, all of such lesser amount)outstanding Loans and Credit-Linked Deposits. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and AcceptanceAssumption Agreement, (x1) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Lender hereunder with a Commitment and LC Exposure and Loans and Credit-Linked Deposits as set forth therein, therein and (y2) the assigning Lender thereunder shallthereunder, to the extent provided in such Assignment and AcceptanceAssumption Agreement, shall be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as hereto; PROVIDED that the provisions of SECTION 2.15, SECTION 2.16, SECTION 2.17 and SECTION 9.5 shall continue to Sections 2.10, 2.11 and 9.5 in respect of benefit such assigning Lender to the period extent required by such Sections). On or prior to the effective date of determined pursuant to such Assignment and AcceptanceAssumption Agreement, (i) appropriate entries shall be made in the accounts of the assigning Lender and the Commitment Register evidencing such assignment and releasing the Borrower from any and all obligations to the assigning Lender in respect of the assigned Loan or Loans and Credit-Linked Deposits and (ii) appropriate entries evidencing the assigned Loan or Loans shall be made in the accounts of the Assignee and the Register as required by Section 9.6(d). In the event that any Notes have been issued in respect of the assigned Loan or Loans, such Notes shall be in an amount equal to that of such marked "cancelled" and surrendered by the assigning Lender prior to the execution of such Assignment and Acceptance)Administrative Agent for return to the Borrower. (d) The Administrative Agent, on behalf acting for this purpose as an agent of the BorrowersBorrower, shall maintain maintain, at the its address of the Administrative Agent referred to in Section 9.2 SECTION 9.2, a copy of each Assignment and Acceptance Assumption Agreement delivered to it and a register (the “Register”"REGISTER") for the recordation of the names and addresses of the Lenders and the Commitment and LC Exposure of, and principal amount of the Loans owing to, and Credit-Linked Deposits of each Lender from time to time. The To the extent permitted by applicable law, the entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Borrower and the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a the Loan or other obligation hereunder recorded therein as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender Borrower at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Assumption Agreement executed by an the assigning Lender and an Assignee (and and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Administrative AgentAgent ) together with payment by the assigning Lender or by the Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse)3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) Assumption Agreement and, on the effective date determined pursuant thereto thereto, shall record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Notwithstanding anything to the contrary contained herein, any Lender (a "GRANTING LENDER") may grant to a special purpose funding vehicle (a "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan and Credit-Linked Deposit that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; PROVIDED that (i) nothing herein shall constitute a commitment by any SPC to make any advance hereunder, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan and Credit-Linked Deposit pursuant to the terms hereof. The making of a Loan and Credit-Linked Deposit by an SPC hereunder shall utilize the applicable Commitment and LC Exposure of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this SECTION 9.6(f), any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans and Credit-Linked Deposits to the Granting Lender or to any financial institutions (consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and Credit-Linked Deposits and (ii) disclose on a confidential basis any non-public information relating to its Loans and Credit-Linked Deposits to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This section may not be amended without the written consent of the SPC. (g) The Borrower authorizes each Lender the Lenders to disclose to any Participant or Assignee (each, a “Transferee”"TRANSFEREE") and any prospective Transferee Transferee, any and all financial information in such Lender’s the Lenders' possession concerning such the Borrower and its respective Affiliates which has been delivered to such Lender the Administrative Agent or the Lenders by or on behalf of such the Borrower pursuant to this Agreement or which has been delivered to such Lender the Administrative Agent or the Lenders by or on behalf of such the Borrower in connection with such the Lender’s 's credit evaluation of the Registrants, the Borrowers Borrower and their its respective Affiliates prior to becoming a party to this Agreement subject Agreement; PROVIDED that each such Transferee and prospective Transferee agrees in writing to be bound by the obligations in provisions of Section 9.10(b)9.8. (gh) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not Nothing herein shall prohibit assignments creating security interests, including, without limitation, any pledge Lender from pledging or assignment by a Lender of assigning any Loan or Note to any Federal Reserve BankBank in accordance with applicable law. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of the Borrower or Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Loans and Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other central bank having jurisdiction over representative of holders of, obligations owed or securities issued, by such Lenderfund, in accordance with Applicable Lawas security for such obligations or securities; PROVIDED that any foreclosure or similar action by such trustee or representative shall be subject to the provisions of this SECTION 9.6 concerning assignments.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the BorrowersBorrower, the Lenders, the Administrative Agent Agent, all future holders of the Loans and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that (i) the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each LenderLender and (ii) any attempted assignment or transfer by the Borrower without such consent shall be null and void. (b) Notwithstanding anything in this Section to the contrary, any Farm Credit Lender that (i) is the owner of a participation from any Lender other than any Conduit Lender in the minimum original face amount of $10,000,000, (ii) is, by written notice to the Borrower and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a voting participant hereunder (any Farm Credit Lender so designated being called a “Voting Participant”) and (iii) receives the prior written consent of the Borrower (provided no Default or Event of Default has occurred and is continuing) and the Administrative Agent (in each case, which shall not be unreasonably withheld) to become a Voting Participant, shall be entitled to vote for so long as such Farm Credit Lender owns such participation and notwithstanding any subparticipation by such Farm Credit Lender (and the voting rights of the selling Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such Participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (x) state the full name, as well as all contact information required of an Assignee in an Assignment and Acceptance Agreement and (y) state the dollar amount of the participation purchased. The selling Lender and the Voting Participant shall notify the Administrative Agent and the Borrower within three (3) Business Days of any termination of, reduction or increase in the amount of, such participation. The Borrower and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Exhibit F hereto shall be a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrower or the Administrative Agent. The voting rights hereunder are solely for the benefit of the Voting Participant and shall not inure to any assignee or participant of the Voting Participant. Any Lender other than any Conduit Lender may, in without the ordinary course consent of its commercial banking business and the Borrower or the Administrative Agent, in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks, financial institutions or other entities (other than the Borrower or any of its Affiliates or a natural Person) (each, an “ParticipantsOther Participant”) non-voting participating or non-voting sub-participating interests in any Loan owing to such Lender, any the Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents. In the event of any such sale by a Lender of a participating or sub-participating interest to a Participant, except as otherwise provided below, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which In no event shall any Lender may grant Other Participant under any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, including the participation or sub-participation have any right to approve any amendment, modification amendment or waiver of any provision of this Agreement; provided that such participation agreement may provide that (i) such Lender will not agree any Loan Document, or any consent to any modificationdeparture by any Loan Party therefrom, amendment except any amendment, waiver or waiver of this Agreement consent described in clauses clause (iw) through or (ixx) of the proviso to Section 8.1(a) that affects such Participant, in each case to the extent subject to such participation. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating or sub-participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating or sub-participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating or sub-participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.1 without 8.7 as fully as if it were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled to the consent benefits of Sections 2.12, 2.13 and 2.14 (and subject to the limitations thereof) with respect to its participation or sub-participation in the Commitments and the Loans outstanding from time to time as if it was a Lender; provided that, in the case of Section 2.13, such Participant shall have complied with the requirements of Section 2.13 as if it was a Lender, and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to Section 2.12, 2.13 or 2.14 (iias the case may be) than the Participant may obtain voting rights limited transferor Lender would have been entitled to changes receive in respect of the principal amount, interest rates, fees and term amount of the Loansparticipation transferred by such transferor Lender to such Participant had no such transfer occurred. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent on behalf of the BorrowersBorrower, 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 Notes Loans or other obligations under the this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Commitments or 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, or 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 conclusive, in the absence of manifest error, and such Lender, each Person Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register shall be treated pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender other than any Conduit Lender (an “Assignor”) may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender Person (other than the Borrower or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayedits Affiliates) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender Assignor and the Administrative Agent (andany other Person whose consent is required pursuant to this paragraph, provided (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; providedprovided that (i) the consent of the Borrower and the Administrative Agent (which, howeverin each case, shall not be unreasonably withheld or delayed, and in the case of the Borrower shall be deemed to have been given if the Borrower has not responded to a proposed assignment within five (5) Business Days following its receipt of notice of such proposed assignment) shall be required in the case of (x) any assignment to a Person that assignments is not a Lender or a Lender Affiliate or (y) any assignment of a Commitment to entities a Person that is not a Lender or a Lender Affiliate (except that the consent of the Borrower shall not be required for any assignment that occurs when either a Default or an Event of Default shall have occurred and be continuing) and (ii) unless otherwise agreed by the Borrower and the Administrative Agent, no such assignment to an Assignee (other than Lenders any Lender or Affiliates thereof must any Lender Affiliate) shall be in amounts an aggregate principal amount of at least less than $5,000,000 (or10,000,000, in each case except in the case of an Assignment and Acceptance covering assignment of all or the remaining portion of an assigning a Lender’s rights and obligations interests under this Agreement. For purposes of the proviso contained in the preceding sentence, all the amount described therein shall be aggregated in respect of such lesser amount)each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 the applicable Commitment and/or Loans as set forth therein, and (y) the assigning Lender Assignor 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 or the remaining portion of an assigning LenderAssignor’s rights and obligations under this Agreement, such assigning Lender Assignor shall cease to be a party hereto (except as hereto). Notwithstanding the foregoing, any Conduit Lender may assign at any time to Sections 2.10, 2.11 and 9.5 in respect its designating Lender hereunder without the consent of the period prior Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the effective date limitations set forth in the first sentence of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptancethis Section 8.6(c). (d) The Administrative AgentAgent shall, on behalf of the BorrowersBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 9.2 8.2 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 (including Voting Participants) and the Commitment of, and the principal amount (and stated interest) of the Loans owing to, each Lender (and each Voting Participant) from time to time, which Register shall be made available to the Borrower and any Lender or Voting Participant upon reasonable request. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, each Borrowerother Loan Party, the Administrative Agent and the Lenders may (and, in including the case of any Loan or other obligation hereunder not evidenced by a Note, shallVoting Participants) shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof Loans and any Notes evidencing the Loans recorded therein for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contraryAgreement. Any assignment of any Loan or other obligation hereunder sale of a voting participation in any Loan, whether or not evidenced by a Note Note, shall be effective only upon appropriate entries with respect thereto being made in the RegisterRegister (and each Note shall expressly so provide). The Register Any assignment or transfer of all or part of a Loan evidenced by a Note shall be available registered on the Register only upon surrender for inspection registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior noticedesignated Assignee. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and Assignor, an Assignee (and the Administrative Agent) any other Person whose consent is required by Section 8.6(c), together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 3,500 (such fee not payable with respect to assignments to an Assignor’s Affiliate and such fee not to be payable by the Borrower, except for which no Borrower shall have an obligation assignment pursuant to reimburseSection 2.17), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to on the Lenders and to each Borrowereffective date determined pursuant thereto. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 8.6 concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, including any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, or any Farm Credit Lender in accordance with Applicable Lawapplicable law. (g) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (f) above. (h) Each of the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent Agents, all future holders of the Loans, the Reimbursement Obligations, the Subsidiary Reimbursement Obligations and the Acceptance Reimbursement Obligations and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; provided that, in the case of participations granted by a Canadian Lender, such Participant must be a resident of Canada for purposes of the Tax Act unless such participation is granted pursuant to subsection 18.8. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and the other Loan Documents. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender's rights and enforce the Borrowers' obligations of the Borrowers hereunder, including the right to approve consent to any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that 122 115 (ia) such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of the proviso in Section 9.1 without the consent of the Participant. Each Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in subsection 18.7 (a) as fully as if it were a Lender hereunder. Each Borrower agrees that each Participant shall be entitled to the benefits of subsections 10.10, 10.11, 10.12 and (ii) 18.6 with respect to its participation in the Commitments and the Loans outstanding from time to time hereunder as if it was a Lender; provided, that no Participant may obtain voting rights limited shall be entitled to changes receive any greater amount pursuant to such subsections than the transferor Lender would have been entitled to receive in respect of the principal amount, interest rates, fees and term amount of the Loans. Each participation transferred by such transferor Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each to such Participant and the principal amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that had no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Registertransfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawapplicable law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the prior written consent of the Administrative Agent U.S. Borrower (such consent not to be unreasonably withheld or delayedwithheld) and the Administrative Agents (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (such consent not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Dayswithheld), to an additional Eligible Lender bank or financial institution (an “"Assignee”") all or any part of its rights and obligations under this Agreement and the other Loan Documents including, without limitation, its Commitments, Loans and Acceptance Reimbursement Obligations, pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c)K, executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default or Event in the case of Default shall have occurred and be continuing and (ii) the an Assignee that is not then a Lender or an Affiliate of a Lender that is an Eligible Lenderthereof, by the RegistrantsU.S. Borrower and the Administrative Agents) and delivered to the Administrative Agent Agents for its their acceptance and recording in the Register; providedprovided that (i) if any Lender assigns a part of its rights and obligations in respect of Revolving Credit Loans and/or Revolving Credit Commitment under this Agreement to an Assignee, howeversuch Lender and such Lender's Counterpart Lender (if any) shall each assign proportionate interests in their respective Revolving Credit Commitment and Revolving Credit Loans and other related rights and obligations hereunder to such Assignee and a Counterpart Lender for such Assignee designated by it, that assignments to entities other than Lenders or Affiliates thereof must be in amounts (ii) if any U.S. Lender assigns a part of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s its rights and obligations under this AgreementAgreement in respect of its U.S. Revolving Credit Loans and/or U.S. Revolving Credit Commitment to an Assignee, all such U.S. Lender shall assign proportionate interests in (A) its participations in the Swing Line Loans and other rights and obligations hereunder in respect of the Swing Line Loans to such Assignee and (B) Multicurrency Loans and Multicurrency Commitments, (iii) in the case of any such assignment to an additional bank or financial institution, the aggregate amount of any U.S. Revolving Credit Commitment (or, if the U.S. Revolving Credit Commitments have terminated or expired, the aggregate principal amount of any U.S. Revolving Credit Loans) being assigned, or the U.S. Dollar Equivalent of the aggregate amount of the Canadian Revolving Credit Commitment (or, if the Canadian Revolving Credit Commitments have terminated or expired, the aggregate amount of Canadian Revolving Credit Loans and Acceptance Reimbursement Obligations) being assigned shall not be less than $15,000,000 (or (i) if less, the then outstanding amount of such Commitments, Loans and/or Acceptance Reimbursement Obligations or (ii) such lesser amountamount as may be agreed by the U.S. Borrower and the Administrative Agents), and after giving effect to such assignment such assignor Lender, if it retains any U.S. Revolving Credit Commitment, shall retain a U.S. Revolving Credit Commitment of at least $15,000,000 and (iv) in the case of any such assignment made by a Canadian Lender, such Assignee must be a resident of Canada for purposes of the Tax Act unless such assignment is made pursuant to 18.8. Upon such execution, delivery, acceptance and recording, from and after the effective closing date determined pursuant to such Assignment and Acceptance, (xI) the Assignee 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 Commitments, rights in respect of Acceptance Reimbursement Obligations and Loans as set forth therein, and (yII) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, shall be released from its obligations under this Agreement to the extent that such obligations shall have been expressly assumed by the Assignee pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10hereto). Notwithstanding the foregoing, 2.11 and 9.5 in respect no consent of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee Borrower shall be required for any assignment effected while an Event of Default under Section 16(i) is in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance)existence. (d) The Administrative AgentAgents, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent their respective addresses referred to in Section 9.2 subsection 18.2 a copy of each Assignment and Acceptance delivered to it and a register (the “"Register”") for the recordation of (i) the names and addresses of the Lenders and the Commitment Commitments of, and principal amount amounts of the Loans and Acceptances owing to, each Lender from time to timetime and (ii) the other information required from time to time pursuant to subsection 3.1 in respect of Swing Line Loans. The entries in the Register shall be conclusive, in constitute prima facie evidence of the absence of manifest errorinformation recorded therein, and each Borrowerthe Borrowers, the Administrative Agent Agents and the Lenders may (and, in the case of any Loan Loan, Acceptance or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan Loan, Acceptance or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan Loan, Acceptance or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the U.S. Borrowers or any Lender 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 Lender and an Assignee (and, in the case of an Assignee that is not then a Lender or an Affiliate thereof, executed by the Borrowers and the Administrative Agent) Agents), together with payment by the assigning Lender or Assignee to the Administrative Agent Agents of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse)2,500, the Administrative Agent Agents shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give prompt notice of such acceptance and recordation to the Lenders and to each Borrowerthe Borrowers. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “"Transferee”") and any prospective Transferee any and all financial information in such Lender’s 's possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s 's credit evaluation of the Registrants, the Borrowers such Borrower and their its Affiliates prior to becoming a party to this Agreement subject Agreement; provided, that any such Transferee is advised of the confidential nature of such information, if applicable, such Lender takes reasonable steps, in accordance with customary practices, to the obligations ensure that any such information is not used in Section 9.10(b)violation of federal or state securities laws and such Lender otherwise complies with subsection 18.20. (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section subsection concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank, or any other central bank having jurisdiction over such Lender, Bank in accordance with Applicable Lawapplicable law. (h) If, pursuant to this subsection, any interest in this Agreement or any Loan is transferred from a U.S. Lender to any Transferee which is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to agree (for the benefit of the transferor Lender, the General Administrative Agent and the U.S. Borrower) to provide the transferor Lender (and, in the case of any Transferee registered in the Register, the General Administrative Agent and the U.S. Borrower) the tax forms and other documents required to be delivered pursuant to subsection 10.12(b) or (c) and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (i) If, pursuant to this subsection, any interest in this Agreement or any Loan is transferred from a Lender (other than a U.S. Lender) to any Transferee, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to agree (for the benefit of the transferor Lender, the General Administrative Agent and the Foreign Subsidiary Borrowers) to provide the transferor Lender, the General Administrative Agent and the Foreign Subsidiary Borrowers the tax forms and other documents required to be delivered pursuant to subsection 10.12(c) and (e) and to comply from time to time with all applicable laws and regulations with regard to such withholding tax exemption.

Successors and Assigns; Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the Registrants, the Borrowers, the Lenders, the Administrative Agent Agents, all future holders of the Loans, the Reimbursement Obligations, the Subsidiary Reimbursement Obligations and the Acceptance Reimbursement Obligations and their respective successors and assigns, except that, except as may otherwise be provided herein, neither any Registrant nor any that no Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Lawsapplicable law, at any time sell to one or more Eligible Lenders banks or other entities (“"Participants”") participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; provided that, in the case of participations granted by a Canadian Lender, such Participant must be a resident of Canada for purposes of the Tax Act unless such participation is granted pursuant to subsection 18.8. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s 's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrowers and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Agreement and the other Loan Documents. At the time of each sale of a participating interest, any Lender not organized under the laws of the United States of America or a state thereof shall provide the U.S. Borrower and the General Administrative Agent with revised Forms required under Section 10.12 reflecting that portion of its Commitment and Loan which has been sold to the Participant on an IRS Form W-8IMY. Any agreement pursuant to which any Lender may grant shall sell any such a participating interest shall provide that such Lender shall retain the sole right and responsibility to exercise such Lender's rights and enforce the Borrowers' obligations of the Borrowers hereunder, including the right to approve consent to any amendment, supplement, modification or waiver of any provision of this Agreement; Agreement or any of the other Loan Documents, provided that such participation agreement may provide that (i) such Lender will not agree to any modificationamendment, amendment supplement, modification or waiver of this Agreement described in clauses clause (iA) through or (ixB) of the proviso in Section 9.1 to the second sentence of subsection 18.1 (a) without the consent of the Participant and (ii) the Participant may obtain voting rights limited to changes in respect of the principal amount, interest rates, fees and term of the LoansParticipant. Each Lender Borrower agrees that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal if amounts (and stated interest) of each Participant’s interest in the Notes or other obligations under the Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans 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 each Person whose name is recorded in the Participant Register shall be treated as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with Applicable Law, at any time and from time to time assign to any Lender or any Affiliate thereof that is an Eligible Lender or, with the consent of the Administrative Agent (not to be unreasonably withheld or delayed) and (so long as no Default or Event of Default shall have occurred and be continuing) the Registrants (not to be unreasonably withheld or delayed, and provided that the Registrants shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within three (3) Business Days), to an additional Eligible Lender (an “Assignee”) all or any part of its rights and obligations outstanding under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit 9.6(c), executed by such Assignee, such assigning Lender and the Administrative Agent (and, provided (i) no Default are due or Event of Default shall have occurred and be continuing and (ii) the Assignee is not a Lender or an Affiliate of a Lender that is an Eligible Lender, the Registrants) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that assignments to entities other than Lenders or Affiliates thereof must be in amounts of at least $5,000,000 (or, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, all of such lesser amount). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee 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 (y) the assigning Lender 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 or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto (except as to Sections 2.10, 2.11 and 9.5 in respect of the period prior to the effective date of such Assignment and Acceptance) and the Commitment of the Assignee shall be in an amount equal to that of such assigning Lender prior to the execution of such Assignment and Acceptance). (d) The Administrative Agent, on behalf of the Borrowers, shall maintain at the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Administrative Agent and the Lenders may (and, in the case of any Loan or other obligation hereunder not evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. Any assignment of any Loan or other obligation hereunder not evidenced by a Note shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrowers or any Lender 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 Lender and an Assignee (and the Administrative Agent) together with payment by the assigning Lender or Assignee to the Administrative Agent of a registration and processing fee of $3,000 (for which no Borrower shall have an obligation to reimburse), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and to each Borrower. (f) Each Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning such Borrower and its Affiliates which has been delivered to such Lender by or on behalf of such Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of such Borrower in connection with such Lender’s credit evaluation of the Registrants, the Borrowers and their Affiliates prior to becoming a party to this Agreement subject to the obligations in Section 9.10(b). (g) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bankunpaid, or any other central bank having jurisdiction over such Lender, in accordance with Applicable Law.130 123