Common use of Successors and Assigns; Participations; Purchasing Lenders Clause in Contracts

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Agents, all future holders of the Loans, and their respective successors and assigns, except that the Company may not assign or transfer any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Credit Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Documents, the Company 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 Amended Agreement and the other Credit Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyCredit Parties, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Credit Parties may not assign or transfer any of its their rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such 101 Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.10 which shall be determined by a vote of the Required Lenders) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect; provided that, it is understood and agreed that (A) a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and (B) an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant's participation is not increased as a result thereof, (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant's rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.16, 5.192.17, 5.20, 5.21 2.18 and 5.23 9.5 with respect to its participation in the Letters of Credit and (A) in the Commitments and the Loans outstanding from time to time; provided further, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, occurred and (yB) each such Participant shall be subject to the provisions of paragraph (c) of Section 5.20 limitations and (z) a obligations set forth in Sections 2.16, 2.17, 2.18 and 9.5 as if such Participant that would be a Foreign Lender if it were was a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lenderhereunder. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Approved Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks banks, insurance companies, financial institutions, investment funds or financial institutions other entities (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended Agreement, Credit Agreement and the Notes and the other Credit Documents and, in minimum amounts of $2,500,000 with respect to its Revolving Commitment and its Revolving Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating Interest's Revolving Commitment and Revolving Loans), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such AssigneePurchasing Lender, such assigning Lender (and by the Companytransferor Lender, the Administrative Agent, the Issuing Lender and the Swing Line Lender, Borrower (to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (Ai) each such any sale pursuant or assignment to this Section 12.6(c) of a an existing Lender’s rights and obligations (I) to a Person which is not then a Lender , or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations orApproved Fund thereof, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Borrower nor shall any such sale or assignment be subject to the Administrative Agentminimum assignment amounts specified herein, and (Bii) each Assignee which is so long as no Default or Event of Default shall have occurred and be continuing, any other sale or assignment (except as referred to in subclause (i) above) of a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or the Revolving Loans (without duplication). For purposes of clauses (A) and (B) a Revolving Loan Commitment shall require the consent of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (xA) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (yB) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto; provided, however, that such Lender shall continue to be entitled to any indemnification rights that expressly survive hereunder). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of the Revolving Commitment Percentages Percentage arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby. Notwithstanding anything herein to the contrary (and to the extent permitted by law)contained in this Section 9.6, after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit a Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant its rights under this Credit Agreement to its designation agreement and an Affiliate or an Approved Fund of such Lender without regard delivering an Commitment Transfer Supplement to the limitations set forth Administrative Agent; provided, however, that (x) the Credit Parties and the Administrative Agent may continue to deal solely and directly with such assigning Lender until an Commitment Transfer Supplement has been delivered to the Administrative Agent for recordation on the Register, (y) the failure of such assigning lender to deliver a Commitment Transfer Supplement to the Administrative Agent shall not affect the legality, validity or binding effect of such assignment and (z) an Commitment Transfer Supplement between the assigning Lender an Affiliate or Approved Fund of such Lender shall be effective as of the date specified in the first sentence of this Section 12.6(c)such Commitment Transfer Supplement. (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. A Loan (and the related Note) recorded on the Register may be assigned or sold in whole or in part upon registration of such assignment or sale on the Register. The entries in the Register shall be conclusive, presumed correct in the absence of manifest demonstrable error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No In the case of an assignment pursuant to the last sentence of Section 9.6(c) as to which an Commitment Transfer Supplement is not delivered to the Administrative 103 Agent, the assigning Lender shall, acting solely for this purpose as a non-fiduciary agent of the Credit Parties, maintain a comparable register on behalf of the Credit Parties. In the event that any Lender sells participations in a Loan recorded on the Register, such Lender shall be effective for purposes maintain, as agent of this Amended Agreement unless the Borrower, a register on which it has been enters the name of all participants in such Loans held by it (the "Participant Register"). A Loan recorded in on the Register as provided (and the registered Note, if any, evidencing the same) may be participated in this paragraphwhole or in part only by registration of such participation on the Participant Register (and each registered Note shall expressly so provide). Any participation of such Loan recorded on the Register (and the registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Subsidiaries which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.15. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, each Lender Borrower and the Administrative Agent hereby confirms that it will not institute against the appropriate Internal Revenue Service Forms (and, if applicable, a Conduit Lender or join any other Person Tax Exempt Certificate) described 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceedingSection 2.19.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyCredit Parties, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that none of the Company Credit Parties may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under hereunder, in each case in minimum amounts of $1,000,000 (or, if less, the entire amount of such Lender’s Obligations, Commitments or other Credit Documentsinterests). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of a Participant if such Participant’s participation is not increased as a result thereof), (ii) release the Borrower or any material Guarantor from its obligations under the Guaranty, (iii) release any material portion of the Collateral, or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant’s rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.14, 5.192.15, 5.202.16, 5.21 2.17 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Approved Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities but neither to the Borrower nor any Affiliate of the Borrower (an “AssigneePurchasing Lenders”), all or any part of its rights and obligations under this Amended Agreement, Credit Agreement and the Notes and the other Credit Documents and, in minimum amounts of (i) $2,500,000 with respect to its Revolving Commitment and its Revolving Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating InterestRevolving Commitment and Revolving Loans) and (ii) $1,000,000 (or any lesser amount as approved by the Administrative Agent) with respect to its Tranche B Term Loans (or, if less, the entire amount of such Lender’s Tranche B Term Loans), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such AssigneePurchasing Lender, such assigning Lender (and by the Companytransferor Lender, the Administrative Agent, the Issuing Lender and the Swing Line Lender, Agent (to the extent their consent required) and, so long as no Default or Event of Default has occurred and is required)continuing, the Borrower, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) of a an existing Lender’s rights and obligations (I) to a Person which is not then a Lender , or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations orApproved Fund thereof, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Borrower nor shall any such sale or assignment be subject to the Administrative Agent, minimum assignment amounts specified herein and (B) each Assignee which is any sale or assignment of a Foreign Lender shall comply with portion of the provisions of Section 5.23(e) Tranche B Term Loan and (h) hereof; and provided, further that the foregoing a Tranche B Term Loan Commitment shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) require the consent of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. (d) The Administrative Agent Agent, acting on behalf solely for this purpose as an agent of and as agent for the CompanyBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 for each Purchasing Lender (except that in the case of contemporaneous assignments by a Lender to more than one Approved Fund managed by the same investment advisor which are not then Lenders hereunder, only a single such $3,500 fee shall be payable for contemporaneous assignments) listed in such Commitment Transfer Supplement and the Company Notes subject to such Commitment Transfer Supplement (for which neither the Borrower, nor any Subsidiary shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretionany obligations for payment or reimbursement), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance Commitment Transfer Supplement 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 the CompanyRegister. (f) IfEach Credit Party authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Credit Parties and their Affiliates which has been delivered to such Lender by or on behalf of a Credit Party pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter on behalf of a Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of Party in connection with such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit Lender’s credit evaluation of the assigning Lender, the Administrative Agent Credit Parties and the Company) that under applicable law and treaties no Taxes will be required their Affiliates prior to be withheld by the Administrative Agent, the Company or the assigning Lender with respect becoming a party to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.14. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the parties respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in Section 2.18. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Amended Credit 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 right to payment of principal and interest under any Note) to secure obligations of such Lender, including without limitation, (i) any pledge or assignment (i) by to secure obligations to a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a in the case of any Lender or a Lender Affiliate which that is a fund or trust or entity that invests in commercial bank loans in the ordinary course of business, any pledge or assignment to its any holders of obligations owed, or securities issued, by such Lender including to any trustee for, or any other representative of, such holders; it being understood that the requirements for assignments set forth in support this Section 9.6 shall not apply to any such pledge or assignment of a security interest, except with respect to any foreclosure or similar action taken by such pledgee or assignee with respect to such pledge or assignment; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations to its trustee; provided that any transfer of Loans hereunder or Notes upon, or in lieu of, enforcement of or the exercise of remedies under substitute any such pledge pledgee or assignee for such Lender as a party hereto and no such pledgee or assignee shall be treated as an assignment thereof which shall not be made without compliance with have any voting rights under this Credit Agreement unless and until the requirements of for assignments set forth in this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender 9.6 are complied with in connection with any foreclosure or similar action taken by such proceedingpledgee or assignee.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAgent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign assign, transfer or transfer delegate any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Credit Loan Documents; provided that the holder of any such participation, other than an Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting the extension of the maturity of any portion of the principal amount of a Loan, or any portion of interest or fees related thereto allocated to such participation or a reduction of the principal amount or principal payment amount of or the rate of interest payable on the Loans or any fees related thereto, or a release of any Obligor or any substantial portion of the Collateral or the Guarantor Collateral or any increase in participation amounts. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Loan Documents, the Company and the Administrative Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Amended Agreement and the other Credit Loan Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company Borrower agrees that if amounts outstanding under this Amended Agreement and the Loans Notes are due and 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 Amended Agreement and any Loan Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; Note, provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, thereof as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender9. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrowers, the Administrative Agent, the Lenders, the Agents, all future holders of the LoansNotes, and their respective successors and assigns, except that the Company Borrowers may not assign or transfer any of its their rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates (“Participants”) participating interests in a minimum amount of $250,000 in any Revolving Loan or any Term Loan or other Obligation owing to such Lender, any participating interest of such Lender in the Letters of Credit, Revolving Note or any Term Note held by such Lender, and any Revolving Commitment or any Term Loan Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a any Lender of participating interests to a Participant, (i) such Lender’s obligations under this Amended Agreement to the other parties to this Amended Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible for the performance thereof, (iii) such Lender shall remain the holder of any such Loan Revolving Note or any such Term Note for all purposes under this Amended Agreement and Agreement, (iv) the other Credit DocumentsBorrowers, the Company Borrowers’ Agent 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 Amended Agreement and (v) the other Credit Documents; provided, however, agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Lender shall notretain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent of the Participant, or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other modification described Loan Document, provided that such agreement may provide that such Lender will not consent or agree to any such amendment, modification, consent or waiver with respect to the matters set forth in Section 12.1(iSections 9.1(a) that affects through (e) without the prior consent of such Participant. The Company Each Borrower agrees that if amounts outstanding under this Amended Agreement Agreement, the Revolving Notes, the Term Notes and the Loans Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Revolving Note, any Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any LoanRevolving Note, any Term Note or other Loan Document; provided provided, that such Participant shall only be entitled to such right of setoff if it shall have agreed in be subject to the agreement pursuant to which it shall have acquired its participating interest obligation of such Participant to share with the Lenders, and the Lenders the proceeds thereofagree to share with such Participant, as provided in Section 12.78.11. The Company Each Borrower also agrees that each Participant shall be entitled to the benefits of Sections 5.122.18, 5.192.19, 5.202.20, 5.21 2.21 and 5.23 9.2 with respect to its participation in the Letters of Credit Revolving Commitments, Term Loan Commitments, Revolving Loans and in the Commitments and the Loans outstanding from time to timeTerm Loans; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections subsections 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, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Each Lender may, in the ordinary course of its business and in accordance with applicable lawfrom time to time, with the prior written consent of the Issuing Lender Administrative Agent and the Swing Line Lender Borrowers’ Agent (in the case neither of the Revolving Credit Facilitywhich consents shall be unreasonably withheld or delayed; and if an Event of Default shall have occurred and be continuing, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written then consent of the Company Borrowers’ Agent shall not be required), assign to other lenders (subject “Assignees”) all or part of its rights or obligations hereunder or under any Loan Document in a minimum amount of $1,000,000 evidenced by any Revolving Note then held by that Lender, together with equivalent proportions of its Revolving Commitment, any Term Note then held by that Lender, its Term Loan Commitment pursuant to written agreements executed by such assigning Lender, such Assignee(s), the penultimate sentence of this clause (c)) Borrowers and the Administrative Agent (in substantially the form of Exhibit H, which agreements shall specify in each case instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Revolving Commitment and Term Loan Commitment of such Lender to be assumed by each Assignee (each, an “Assignment Agreement”); provided, however, that the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 per assignment. Upon the execution of each Assignment Agreement by the assigning Lender, the relevant Assignee, the Borrowers and the Administrative Agent, payment to the assigning Lender by such Assignee of the purchase price for the portion of the Obligations being acquired by it and receipt by the Borrowers’ Agent of a copy of the relevant Assignment Agreement, (x) such Assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a pro rata share of the Revolving Commitment and a Term Loan Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender under this Agreement, (y) such assigning Lender shall have no further liability for funding the portion of its Commitment assumed by such Assignee and (z) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Lender shall surrender to the Administrative Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and Term Note to the Assignee in the amount of its Revolving Commitment and its Term Loan Commitment, respectively, and a new Revolving Note and Term Note to the assigning Lender in the amount of its Revolving Commitment and Term Loan Commitment, respectively, after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Revolving Notes” and “Term Notes” for all purposes of this Agreement and of the other Loan Documents. (d) The Borrowers shall not be unreasonably withheld, conditioned, liable for any costs incurred by the Lenders in effecting any participation under subparagraph (b) of this subsection or delayed), sell to one or more additional banks or financial institutions by the Lenders in effecting any assignment under subparagraph (an “Assignee”), all or any part c) of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, subsection except with respect to the Letters of Credit, Administrative Agent as provided in this Section 9.6. (e) Each Lender may disclose to any Assignee or Participant and to any prospective Assignee or Participant any and all financial information in such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender possession concerning the Borrowers or any of their Subsidiaries (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and if any) which has been delivered to such Lender by or on behalf of the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale Borrowers or any of their Subsidiaries pursuant to this Section 12.6(c) Agreement or which has been delivered to such Lender by or on behalf of a the Borrowers or any of their Subsidiaries in connection with such Lender’s rights and obligations (I) credit evaluation of such Borrower or any of its Subsidiaries prior to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a entering into this Agreement, provided that prior to disclosing such information, such Lender shall be first obtain the agreement of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (prospective Assignee or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) Participant to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e9.7. (f) and (h) hereof; and providedNotwithstanding any other provision in this Agreement, further that the foregoing shall not prohibit any Lender may at any time create a Lender from selling participating interests in accordance with Section 12.6(b) in security interest in, or pledge, all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) rights under and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or and any Loan or Letter note held by it in favor of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently federal reserve bank in accordance with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit Regulation A of the assigning LenderBoard or U. S. Treasury Regulation 31 CFR § 203.14, the Administrative Agent and the Company) that such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)law. (g) For avoidance of doubtNotwithstanding any other provision in this Agreement, the parties to this Amended 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 (i) all Revolving Loan, Term Loan or other Obligations owing to CoBank hereunder that are retained by CoBank for its own account and are not part of a Lender sale of a participation interest or the assignment of any rights or obligations under the Loan or Note Documents, shall be entitled to any Federal Reserve Bank patronage distributions in accordance with applicable law the bylaws of CoBank and its practices and procedures related to patronage distributions and (ii) any Revolving Loan, Term Loan or other Obligations owing to CoBank hereunder that are not retained by CoBank for its own account and are part of a Lender or sale of a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of participation interest or the exercise assignment of remedies any rights or obligations under any such pledge shall be treated as an assignment thereof which the Loan Documents, shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, upon receipt of written notice from the relevant Lender, agrees to issue Notes entitled to any Lender requiring Notes to facilitate transactions of the type described in paragraph (h) abovesuch patronage distributions. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAgent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each LenderLender and no Lender may assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of the Borrower, except as otherwise permitted by this Section 11.6. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable lawlaw and, so long as no Event of Default has occurred and is continuing, with the consent of the Borrower (which consent shall not be unreasonably withheld), at any time sell to one or more banks or other financial institutions entities ("Participant" or Lender Affiliates (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under hereunder, provided, however, that at all times such Lender shall retain for its own account interests in Loans owing to such Lender in an aggregate outstanding principal amount which, when added to the other Credit Documentsaggregate outstanding principal amount of any interests in Loans sold by such Lender to Participants who are Affiliates of such Lender, equals not less than fifty percent (50%) of the aggregate principal amount of all such Lender's outstanding Loans. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or Fees thereon except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any Participant if the Participant's participation is not increased as a result thereof, (ii) release all or substantially all of the collateral, or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant's rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereofbe determined as if such Lender had not sold such participation, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.123.6, 5.193.7, 5.203.8, 5.21 3.9 and 5.23 11.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell or assign to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, and with the prior written consent of the Company (subject to Agent and, so long as no Event of Default has occurred and is continuing or at any time if any such sale or assignment would increase any amount payable by the penultimate sentence Borrower hereunder, the consent of this clause (c)) and the Administrative Agent Borrower (which in each case consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended AgreementCredit Agreement and the Notes in minimum amounts of $10,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating Interest's obligations) if the Purchasing Lender is not a Lender hereunder, or with no minimum amount if the Purchasing Lender is a Lender hereunder, pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such AssigneePurchasing Lender, such assigning transferor Lender (and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof so long as no Event of Default has occurred and is continuing, by the Company, the Administrative Agent, the Issuing Lender Borrower and the Swing Line Lender, to the extent their consent is requiredAgent), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted Agent in exchange for the Note delivered to the Agent pursuant to such Commitment Transfer Supplement a new Note to the order of such Purchasing Lender in an amount equal to the Commitment assumed by law)it pursuant to such Commitment Transfer Supplement and, after unless the occurrence transferor Lender has not retained a Commitment hereunder, a new Note to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Except for the expense of executing and during delivering such new Note to the continuance of an Event of Default Agent pursuant to this Section, the Borrower shall not be obligated to pay any transfer fees, costs or expenses to the Agent or any Lender may sell all or in connection with any part of its rights such transfer. Such new Note shall be dated the Closing Date and obligations under this Amended Agreement without shall otherwise be in the consent form of the CompanyNote replaced thereby. Notwithstanding The Note surrendered by the foregoing, any Conduit transferor Lender may assign at any time to its designating Lender hereunder without shall be returned by the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c)Borrower marked "canceled." (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 11.2 a copy of each Assignment and Acceptance Commitment Transfer supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a Commitment Transfer Supplement executed by an assigning a transferor Lender and a Purchasing Lender and, in the case of a Purchasing Lender that is not then a Lender (or an Assignee (and affiliate thereof, by the Company, the Issuing Lender, the Swing Line Lender Borrower and the Administrative Agent to the extent required hereby), Agent) together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, (as agreed between them) of a registration and processing fee of $3,500 (which fee 2,500 for each Purchasing Lender listed in such Commitment Transfer Supplement, and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender each, (a "Transferee") and any permitted prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)this Credit Agreement. (g) For avoidance At the time of doubteach assignment pursuant to this Section 11.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to this Amended Agreement acknowledge that the provisions of this Section concerning assignments of Loans Borrower and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security intereststhe Agent the appropriate Internal Revenue Service Forms (and, includingif applicable, without limitation, any pledge or assignment (ia U.S. Tax Compliance Certificate) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) aboveSection 3.9. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrowers, the Lenders, the AgentsAgent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrowers may not assign assign, transfer or transfer delegate any of its their rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any ------------ Loan owing to such Lender, any participating interest Letter of Credit participated in by such Lender in the Letters of CreditLender, 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 the holder of any such participation, other than an Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting the extension of the maturity of any portion of the principal amount of a Loan or Commitment, the expiration of a Letter of Credit Documentsor any portion of interest or fees related thereto allocated to such participation or a reduction of the principal amount or principal payment amount of or the rate of interest payable on the Loans or any fees related thereto or reduction of the amount to be reimbursed under any Letter of Credit, or a release of any Obligor or any substantial portion of the Collateral or the Guarantor Collateral or any increase in participation amounts. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 and the participant in any such Letter of Credit for all purposes under this Amended Agreement and the other Credit Loan Documents, the Company and the Administrative Borrowers and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Amended Agreement and the other Credit Loan Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees Borrowers agree that if amounts outstanding under this Amended Agreement and the Loans Notes are due and 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 Amended Agreement and any Loan Note to the same extent as if the amount continuing of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; Note, provided that such Participant shall only be entitled to -------- such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, thereof as provided in Section 12.79.7. The Company Borrowers also agrees agree that each -------- Participant shall be entitled to the benefits of Sections 5.122.13, 5.19, 5.20, 5.21 2.14 and 5.23 2.15 with respect to its participation in the Letters of Credit and in the Commitments and the Loans and the Letters of Credit outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender of its Affiliates or to any Lender, any Affiliate thereof or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks lenders or financial institutions institutions, which additional lenders shall be subject to the consent of the Borrowers, such consent not to be unreasonably withheld and not to be required if a Default has occurred and is continuing (an “Assignee”), "Purchasing ---------- Lenders") all or any part of its rights and obligations under this Amended Agreement, ------- the Notes and the other Credit Loan Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance substantially in the form of Exhibit C, executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Purchasing Lender and the Swing Line Lender, to the extent their consent is required), such transferor Lender and delivered to the Administrative Agent for its acceptance and recording in the Register; provided Register (as defined in (d) below), provided, that (A) each any such -------- sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a must result in the Purchasing Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining having at least $5,000,000 in aggregate amount of obligations under this Agreement, the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company Notes and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyother Loan Documents. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, such assigned portion and as reflected provided in such Assignment and Acceptance, be released from its obligations under this Amended Agreement and the other Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended Agreement, the Notes and the other Loan Documents. Notwithstanding anything herein On or prior to the contrary (transfer effective date determined pursuant to such Assignment and Acceptance, the Borrowers, at their own expense, shall execute and deliver to the extent permitted Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Purchasing Lender in an amount equal to the Commitments assumed by law)it pursuant to such Assignment and Acceptance, after and if the occurrence and during transferor Lender has retained a Commitment hereunder, new Notes to the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent order of the Companytransferor Lender in an amount equal to the Commitments retained by it hereunder. Notwithstanding Such new Notes shall be dated the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without Closing Date and shall otherwise be in the consent form of the Company or Notes replaced thereby. The Notes surrendered by the Administrative transferor Lender shall be returned by the Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the limitations set forth in the first sentence of this Section 12.6(c)Borrowers marked "canceled." (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 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, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and and, if such Lender has any Revolving Credit Commitmentapplicable, the L/C Participating Interests ofLetters of Credit participated in by, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrowers, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests and the participant in the Letters of Credit, if applicable, recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning a transferor Lender and Purchasing Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Assignee (and Affiliate thereof, by the Company, the Issuing Lender, the Swing Line Lender Borrowers and the Administrative Agent to the extent required hereby), Agent) together with payment to the Administrative Agent (except in the case of a Lender assigning to its Affiliate) of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion)2,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto, thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the CompanyBorrowers. (f) The Borrowers authorize each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and ---------- all financial information in such Lender's possession concerning the Borrowers and their Subsidiaries and Affiliates which has been delivered to such Lender by or on behalf of the Borrowers pursuant to this Agreement or any other Loan Document or which has been delivered to such Lender by or on behalf of the Borrowers in connection with such Lender's credit evaluation of the Borrowers and their Subsidiaries and Affiliates prior to becoming a party to this Agreement. (g) If, pursuant to this Section 12.6Section, any interest in this Amended Agreement or Agreement, any Loan or Letter of Credit or any Note is transferred to any Transferee which would be a Foreign Lender upon is organized under the effectiveness laws of such transferany jurisdiction other than the United States or any state thereof, the assigning transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning transferor Lender and the Agent (for the benefit of the assigning transferor Lender, the Administrative Agent and the CompanyBorrowers) that under applicable law and treaties no Taxes taxes will be required to be withheld by the Administrative Agent, the Company Borrowers or the assigning transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Intereststhe Letters of Credit, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Registertransferor Lender, the Administrative Agent and the Company) such Borrowers either U.S. Internal Revenue Service Forms required Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims entitlement to be furnished pursuant to Section 5.23(e) and (hcomplete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the assigning transferor Lender, the Administrative Agent and the CompanyBorrowers) to be bound provide the transferor Lender, the Agent and the Borrowers a new Form 4224 or Form 1001 upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by the provisions of Section 5.23(e) such Transferee, and (h)to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (gh) For avoidance Nothing herein shall prohibit any Lender from pledging or assigning any of doubtits rights under its Notes, the parties to this Amended Agreement acknowledge that the provisions or, if applicable, its participation in any Letter of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interestsCredit, including, without limitation, any pledge or assignment (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6law. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the Agents, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower and the Guarantors may not assign or transfer any of its their rights or obligations under this Amended Agreement or the other Credit Documents without the prior written consent of each Lenderall the Lenders. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement Agreement, and the other Credit Documents, the Company 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 Amended Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant’s participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Borrower or the Guarantors of any of their rights and obligations under this Agreement. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other Credit DocumentsDocuments (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities (an “AssigneePurchasing Lenders”), all or any part of its rights and obligations under this Amended AgreementAgreement and the Notes in minimum amounts of $5,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating Interestinterests and obligations), pursuant to an Assignment and Acceptance Agreement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an affiliate or Approved Fund thereof, the Administrative AgentAgent and, so long as no Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredBorrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyrecording. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceAgreement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceAgreement, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Agreement shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Assignment Agreement, the Borrower, at its own expense and upon reasonable request, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Assignment Agreement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment Agreement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be promptly returned by the Administrative Agent to the Borrower marked “cancelled”. (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 10.3 a copy of each Assignment and Acceptance Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register such register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register such register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an a duly executed Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Agreement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee in the amount of $3,500 for each Purchasing Lender (which fee other than an affiliate of such Lender or an Approved Fund) listed in such Assignment Agreement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Assignment Agreement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance Agreement 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 CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender Borrower in connection with any such proceedingLender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement, in each case subject to Section 10.16.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Loans and their respective successors and assignsassigns (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Agreement Agreement, other than in connection with an assignment or transfer otherwise permitted hereunder, without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in without the ordinary course consent of its business and in accordance with applicable lawthe Borrower or the Administrative Agent, at any time sell to one or more banks or other financial institutions or Lender Affiliates (each, a “ParticipantsParticipant”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest interests of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of a participating interests interest to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such its Loan for all purposes under this Amended Agreement Agreement, and the other Credit DocumentsBorrower, the Company Issuing Banks, 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 Amended Agreement and the other Credit Documents; provided, however, Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in the proviso in the second sentence of Section 12.1(i) 9.1 that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and Without affecting the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed limitations in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereofpreceding sentence, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.2.14,

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAgent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign assign, transfer or transfer delegate any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any ------------ Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Credit Loan Documents; provided that the holder of any such participation, other than an -------- Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting the extension of the maturity of any portion of the principal amount of a Loan or any portion of interest or fees related thereto allocated to such participation or a reduction of the principal amount or principal payment amount of or the rate of interest payable on the Loans or any fees related thereto, or a release of any Obligor or any substantial portion of the Collateral or the Guarantor Collateral or any increase in participation amounts. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Loan Documents, the Company and the Administrative Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Amended Agreement and the other Credit Loan Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company Borrower agrees that if amounts outstanding under this Amended Agreement and the Loans Notes are due and 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 Amended Agreement and any Loan Note to the same extent as if the amount continuing of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; Note, provided that such -------- Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, thereof as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender9. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyCredit Parties, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Credit Parties may not assign or transfer any of its their rights or obligations under this Amended Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement Agreement, and the other Credit Documents, the Company 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 Amended Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to, or supplement, modification or waiver of, this Agreement or any other Credit Document except to the extent such amendment, supplement, modification or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate set forth in Section 2.9 which shall be determined by a vote of the Required Lenders) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect; provided that, it is understood and agreed that (A) any waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.7(b) and any amendment of Section 2.7(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, or Recovery Event, (B) any waiver of any Default or Event of Default and (C) any increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant’s participation is not increased as a result thereof, (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant’s rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.14, 5.192.15, 5.202.16, 5.21 2.17 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided further, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Approved Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks banks, insurance companies, financial institutions, investment funds or financial institutions other entities (an “AssigneePurchasing Lenders”), all or any part of its rights and obligations under this Amended AgreementAgreement and the Notes in minimum amounts of (i) $1,000,000 (or such lesser amount approved by the Administrative Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Notes and the other Credit Documents and, Borrower) with respect to its Revolving Commitment and its Revolving Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating InterestRevolving Commitment and Revolving Loans) and (ii) $1,000,000 (or such lesser amount approved by the Administrative Agent and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower) with respect to its Term Loans (or, if less, the entire amount of such Lender’s Term Loans), pursuant to an Assignment and Acceptance Agreement, executed by such AssigneePurchasing Lender and such transferor Lender, consented to (such assigning Lender (and consent not to be unreasonably withheld or delayed) by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, Borrower (to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) of a an existing Lender’s rights and obligations (I) to a Person which is not then a Lender , or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations orApproved Fund thereof, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Borrower, the Issuing Lender or the Administrative AgentAgent (but shall be accepted and acknowledged by the Administrative Agent for the sole purpose of recording same in the Register) nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein, and (B) each Assignee which is so long as no Default or Event of Default shall have occurred and be continuing, except as provided in the foregoing clause (A), any sale or assignment of a Foreign Lender portion of the Revolving Loans and a Revolving Loan Commitment shall comply with require the provisions consent of Section 5.23(ethe Borrower (such consent not to be unreasonably withheld), (C) except as provided in the foregoing clause (ii), any sale or assignment of a portion of the Term Loan and a Term Loan Commitment shall not require the consent of the Borrower and (hD) hereof; and provided, further that the foregoing shall not prohibit contemporaneous sales and/or assignments to a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Purchasing Lender and its Lender Affiliates, if anyAffiliates and Approved Funds shall be treated as one assignment for purposes of determining compliance with the minimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceAgreement, (x1) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y2) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceAgreement, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto; provided, however, that such Lender shall continue to be entitled to any indemnification rights that expressly survive hereunder). Such Assignment and Acceptance Agreement shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Assignment Agreement, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Notes delivered to the Administrative Agent pursuant to such Assignment Agreement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment Agreement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be in the form of the Notes replaced thereby. Notwithstanding anything herein to the contrary (and to the extent permitted by law)contained in this Section, after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit a Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant its rights under this Agreement to its designation agreement and an Affiliate or a Approved Fund of such Lender without regard delivering an Assignment Agreement to the limitations set forth in Administrative Agent; provided, however, that (x) the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of Credit Parties and as agent for the Company, shall maintain at the address of the Administrative Agent referred may continue to in Section 12.2 a copy of each deal solely and directly with such assigning Lender until an Assignment and Acceptance Agreement has been delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and for recordation on the Lenders shall treat each Person whose name is recorded in Register, (y) the Register as the owner failure of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice such assigning Lender to deliver an Assignment Agreement to the contrary. The Register Administrative Agent shall be available for inspection by not affect the Company legality, validity or any Lender at any reasonable time binding effect of such assignment and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (ez) Upon its receipt of an Assignment and Acceptance executed by an Agreement between the assigning Lender and an Assignee (and by Affiliate or Approved Fund of such Lender shall be effective as of the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent date specified in its discretion), 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 the CompanyAgreement. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Loan Agreement shall be binding upon and inure to the benefit of the CompanyBorrowers, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrowers may not assign or transfer any of its rights or obligations under this Amended Loan Agreement or the other Loan Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Revolving Note held by such Lender, any Revolving Commitment of such Lender Lender, or any other interest of such Lender hereunder and under hereunder, in each case in minimum amounts of $5,000,000 (or, if less, the entire amount of such Lender's obligations, Revolving Commitments or other Credit Documentsinterests). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Loan Agreement to the other parties to this Amended Loan 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 Note for all purposes under this Amended Agreement Loan Agreement, and the other Credit Documents, the Company 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 Amended Agreement and the other Credit Documents; provided, however, that such Loan Agreement. No Lender shall nottransfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Loan Agreement or any other Loan Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Revolving Note or any installment thereon in which such Participant is participating (it is understood and agreed that no waiver, without reduction or deferral of a mandatory prepayment required pursuant to Section 2.03(b), nor any amendment of Section 2.03(b) or the consent definitions of Debt Issuance or Equity Issuance shall constitute a reduction of the amount of, or an extension of the scheduled date of, any principal installment of any Loan or Revolving Note), or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, agree to and that an increase in any amendment, waiver Revolving Commitment or other modification described in Section 12.1(i) that affects Loan shall be permitted without consent of a Participant if such Participant. The Company agrees that if amounts outstanding 's participation is not increased as a result thereof), (ii) release any guarantor from its obligations hereunto, (iii) release any material portion of the Collateral, or (iv) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Amended Agreement and Loan Agreement. In the Loans are due and unpaidcase of any such participation, 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 not have any rights under this Loan Agreement or any of the right of setoff other Loan Documents (the Participant's rights against such Lender in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrowers hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.10, 5.192.11, 5.20, 5.21 2.12 and 5.23 9.04 with respect to its participation in the Letters of Credit and in the Revolving Commitments and the Loans outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, and with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks banks, insurance companies or other financial institutions or any funds investing in bank loans (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended AgreementLoan Agreement and the Revolving Notes in minimum amounts of $5,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating Interest's obligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an affiliate thereof, the Administrative AgentAgent and, so long as no Default or Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredBorrowers), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) an existing Lender, an Affiliate of a Lender’s rights and obligations (I) to a Person which is not then a an existing Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and Approved Fund shall not require the consent of the Company Administrative Agent or the Administrative Agent, and (B) each Assignee which is a Foreign Lender Borrowers nor shall comply with any such sale or assignment be subject to the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyminimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Revolving Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Loan Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Loan Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Loan Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Revolving Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementLoan Agreement and the Revolving Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrowers, at their own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Revolving Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Revolving Notes to the order of such Purchasing Lender in an amount equal to the Revolving Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Revolving Commitment hereunder, new Revolving Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Revolving Commitment retained by it hereunder. Such new Revolving Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Revolving Notes replaced thereby. The Revolving Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled." (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 12.2 its principal office a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Revolving Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrowers, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Loan Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance Commitment Transfer Supplement 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 the CompanyRegister. (f) IfEach Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrowers and their Affiliates which has been delivered to such Lender by or on behalf of the Borrowers pursuant to this Section 12.6, any interest in this Amended Loan Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrowers in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrowers and their Affiliates prior to furnish becoming a party to the assigning Lender (andthis Loan Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.13. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.03 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the parties respective assignee Lender shall provide to the Borrowers and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.12 Certificate) described in Section 2.12. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Amended Loan 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 (iright to payment of principal and interest under any Revolving Note) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6laws. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (each, a “ParticipantsParticipant”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under hereunder, in each case in minimum amounts of $10,000,000 (or, if less, the entire amount of such Lender’s obligations, Commitments or other Credit Documentsinterests). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating (except in connection with the extension of the Commitment Termination Date pursuant to Section 2.20), or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of a Participant if such Participant’s participation is not increased as a result thereof), (ii) release any material Guarantor from its obligations under the Guaranty or the Guaranty Agreement (except as otherwise expressly permitted by Sections 5.9, 5.13 or 5.14), (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement or (iv) release all or substantially all of the Collateral. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit DocumentsDocuments (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, howeverthat, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.16, 5.192.17, 5.202.18, 5.21 2.19 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) provided, further, that, no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time, sell or assign with the prior written consent of the Administrative Agent and the Issuing Lender and, so long as no Default or Event of Default has occurred and is continuing, the Swing Line Lender Initial Borrower (in the case of the Revolving Credit Facilityeach case, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written which consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks banks, insurance companies or other financial institutions or any funds investing in bank loans (an each, a “AssigneePurchasing Lender”), all or any part of its rights and obligations under this Amended AgreementCredit Agreement and the Notes in minimum amounts of $10,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating InterestCommitment), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such AssigneePurchasing Lender, such assigning Lender (and by the Companytransferor Lender, the Administrative AgentAgent and, so long as no Default or Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is required)Initial Borrower, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that consent from the Issuing Lender shall not be required if the Purchasing Lender has a senior unsecured debt rating from any two of S&P, Xxxxx’x and Fitch equal to or higher than A- (A) each such or A3 with respect to Xxxxx’x); provided, further, that any sale pursuant or assignment to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a another Lender or to an Affiliate or of an existing Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign the Issuing Lender shall comply with or the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (xi) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (yii) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Initial Borrower marked “cancelled”. (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Initial Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes, if any, subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register Register, and (iii) unless Initial Borrower’s consent to such assignment is not required give prompt notice of such acceptance and recordation to the Lenders and the CompanyInitial Borrower. (f) IfEach Credit Party authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its affiliates which has been delivered to such Lender by or on behalf of a Credit Party pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter on behalf of a Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of Party in connection with such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit Lender’s credit evaluation of the assigning Lender, the Administrative Agent Borrower and the Company) that under applicable law and treaties no Taxes will be required its affiliates prior to be withheld by the Administrative Agent, the Company or the assigning Lender with respect becoming a party to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.15. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the parties respective assignee Lender shall provide to the Initial Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in Section 2.18. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Amended Credit 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 (iright to payment of principal and interest under any Note) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6Applicable Laws. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (each, a “ParticipantsParticipant”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under hereunder, in each case in minimum amounts of $10,000,000 (or, if less, the entire amount of such Lender’s obligations, Commitments or other Credit Documentsinterests). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating (except in connection with the extension of the Commitment Termination Date pursuant to Section 2.20), or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of a Participant if such Participant’s participation is not increased as a result thereof), or (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit DocumentsDocuments (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, howeverthat, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.16, 5.192.17, 5.202.18, 5.21 2.19 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) provided, further, that, no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable lawApplicable Law, at any time, sell or assign with the prior written consent of the Administrative Agent and the Issuing Lender and, so long as no Default or Event of Default has occurred and is continuing, the Swing Line Lender Initial Borrower (in the case of the Revolving Credit Facilityeach case, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written which consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks banks, insurance companies or other financial institutions or any funds investing in bank loans (an each, a “AssigneePurchasing Lender”), all or any part of its rights and obligations under this Amended AgreementCredit Agreement and the Notes in minimum amounts of $10,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating InterestCommitment), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such AssigneePurchasing Lender, such assigning Lender (and by the Companytransferor Lender, the Administrative AgentAgent and, so long as no Default or Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is required)Initial Borrower, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that consent from the Issuing Lender shall not be required if the Purchasing Lender has a senior unsecured debt rating from any two of S&P, Mxxxx’x and Fitch equal to or higher than A- (A) each such or A3 with respect to Mxxxx’x); provided, further, that any sale pursuant or assignment to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a another Lender or to an Affiliate or of an existing Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign the Issuing Lender shall comply with or the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyBorrower. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (xi) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (yii) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Initial Borrower marked “cancelled”. (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Initial Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes, if any, subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register Register, and (iii) unless Initial Borrower’s consent to such assignment is not required give prompt notice of such acceptance and recordation to the Lenders and the CompanyInitial Borrower. (f) IfEach Credit Party authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of a Credit Party pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter on behalf of a Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of Party in connection with such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit Lender’s credit evaluation of the assigning Lender, the Administrative Agent Borrower and the Company) that under applicable law and treaties no Taxes will be required its Affiliates prior to be withheld by the Administrative Agent, the Company or the assigning Lender with respect becoming a party to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.15. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the parties respective assignee Lender shall provide to the Initial Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in Section 2.18. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Amended Credit 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 (iright to payment of principal and interest under any Note) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6Applicable Laws. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement and the or any other Credit Documents; provided, however, Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon (it being understood and agreed that such Lender any extension or waiver of a mandatory prepayment required pursuant to Section 2.7(b)(ii)-(vi) shall not, without require the consent of the Required Lenders only) in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, agree and that an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release all or substantially all of the collateral (if any), or (iv) consent to the assignment or transfer by the Borrower of any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding of its rights and obligations under this Amended Agreement and Credit Agreement. In the Loans are due and unpaidcase of any such participation, 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 not have any rights under this Credit Agreement or any of the right of setoff other Credit Documents (the Participant's rights against such Lender in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.15, 5.192.16, 5.20, 5.21 2.17 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided further, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Related Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, and with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended Agreement, Credit Agreement and the Notes and the other Credit Documents and, in minimum amounts of $5,000,000 with respect to its Revolving Commitment, its Revolving Loans or its Term Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating Interest's obligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an Affiliate or Related Fund thereof, the Administrative AgentAgent and, so long as no Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredBorrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) of a an existing Lender’s rights and obligations (I) to a Person which is not then a Lender , or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations orRelated Fund thereof, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Administrative Agent or the Administrative Agent, and (B) each Assignee which is a Foreign Lender Borrower nor shall comply with any such sale or assignment be subject to the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyminimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled". (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.15. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, each Lender Borrower and the Administrative Agent hereby confirms that it will not institute against the appropriate Internal Revenue Service Forms (and, if applicable, a Conduit Lender or join any other Person 2.18 Certificate) described 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceedingSection 2.18.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAgent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each LenderLender and no Lender may assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of the Borrower, except as otherwise permitted by this Section 11.6. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable lawlaw and, so long as no Event of Default has occurred and is continuing, with the consent of the Borrower if the Participant (as defined below) is not an Affiliate of such Lender (which consent shall not be unreasonably withheld), at any time sell to one or more banks or other financial institutions entities (“Participant” or Lender Affiliates (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Revolving Commitment of such Lender Lender, or any other interest of such Lender hereunder and under hereunder, provided, however, that at all times such Lender shall retain for its own account interests in Loans owing to such Lender in an aggregate outstanding principal amount which, when added to the other Credit Documentsaggregate outstanding principal amount of any interests in Loans sold by such Lender to Participants who are Affiliates of such Lender, equals not less than fifty percent (50%) of the aggregate principal amount of all such Lender’s outstanding Loans. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan, Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or Fees thereon except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Revolving Commitment or Loan shall be permitted without consent of any Participant if the Participant’s participation is not increased as a result thereof, or (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant’s rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereofbe determined as if such Lender had not sold such participation, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.123.6, 5.193.7, 5.203.8, 5.21 3.9 and 5.23 11.5 with respect to its participation in the Letters of Credit and in the Revolving Commitments and the Loans outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell or assign (i) to any Lender or any Affiliate thereof, except that any such sale or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, assignment shall be made only with the prior written consent of the Company (subject to Borrower if such sale or assignment would increase any amount payable by the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditionedBorrower hereunder, or delayed), sell (ii) to one or more additional banks or financial institutions (an “AssigneePurchasing Lenders”), except that any such sale or assignment shall be made only with the consent of the Agent and, so long as no Event of Default has occurred and is continuing or at any time if any such sale or assignment would increase any amount payable by the Borrower hereunder, the consent of the Borrower: all or any part of its rights and obligations under this Amended AgreementCredit Agreement and the Notes in minimum amounts of $10,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating Interestobligations) if the Purchasing Lender is not a Lender hereunder, or with no minimum amount if the Purchasing Lender is a Lender hereunder, pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such AssigneePurchasing Lender, such assigning transferor Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Affiliate thereof so long as no Event of Default has occurred and is continuing, by the Company, the Administrative Agent, the Issuing Lender Borrower and the Swing Line Lender, to the extent their consent is requiredAgent), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that Register (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplicationas defined below). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Revolving Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted Agent in exchange for the Note delivered to the Agent pursuant to such Commitment Transfer Supplement a new Note to the order of such Purchasing Lender in an amount equal to the Revolving Commitment assumed by law)it pursuant to such Commitment Transfer Supplement and, after unless the occurrence transferor Lender has not retained a Revolving Commitment hereunder, a new Note to the order of the transferor Lender in an amount equal to the Revolving Commitment retained by it hereunder. Except for the expense of executing and during delivering such new Note to the continuance of an Event of Default Agent pursuant to this Section, the Borrower shall not be obligated to pay any transfer fees, costs or expenses to the Agent or any Lender may sell all or in connection with any part of its rights such transfer. Such new Note shall be dated the Closing Date and obligations under this Amended Agreement without shall otherwise be in the consent form of the CompanyNote replaced thereby. Notwithstanding The Note surrendered by the foregoing, any Conduit transferor Lender may assign at any time to its designating Lender hereunder without shall be returned by the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c)Borrower marked “canceled.” (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 11.2 a copy of each Assignment and Acceptance Commitment Transfer supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Revolving Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a Commitment Transfer Supplement executed by an assigning a transferor Lender and a Purchasing Lender and, in the case of a Purchasing Lender that is not then a Lender (or an Assignee (and Affiliate thereof, by the Company, the Issuing Lender, the Swing Line Lender Borrower and the Administrative Agent to the extent required hereby), Agent) together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, (as agreed between them) of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement, and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender each, (a “Transferee”) and any permitted prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect ’s credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)this Credit Agreement. (g) For avoidance At the time of doubteach assignment pursuant to this Section 11.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to the Borrower and the Agent the appropriate Internal Revenue Service Forms (and, if applicable, a U.S. Tax Compliance Certificate) described in Section 3.9. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Amended Credit 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 (iright to payment of principal and interest under any Note) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6laws. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of each of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Loans and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Agreement Agreement, other than in connection with an assignment or transfer otherwise permitted hereunder, without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in without the ordinary course consent of its business and in accordance with applicable lawthe Borrower or the Administrative Agent, at any time sell to one or more banks or other financial institutions or Lender Affiliates (“Participants”each, a "Participant") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest interests of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of a participating interests interest to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such its Loan for all purposes under this Amended Agreement Agreement, and the other Credit Documents, the Company 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 Amended Agreement and the other Credit Documents; provided, however, Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in the proviso in the second sentence of Section 12.1(i) 9.1 that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and Without affecting the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed limitations in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereofpreceding sentence, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.2.14,

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any Participant if the Participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant's rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.123.10, 5.193.11, 5.20, 5.21 3.12 and 5.23 10.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided further, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Related Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended Agreement, Credit Agreement and the Notes and the other Credit Documents and, in minimum amounts of $5,000,000 with respect to its Commitment and Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating Interest's obligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lenderand, to the extent their consent is requiredrequired above, the Administrative Agent and the Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a an existing Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Administrative Agent or the Administrative Agent, and (B) each Assignee which is a Foreign Lender Borrower nor shall comply with any such sale or assignment be subject to the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyminimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto; provided, however, that such Lender shall still be entitled to any indemnification rights hereunder). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled". (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 10.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 (which fee 3,500.00 for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Subsidiaries prior to furnish becoming a party to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)10.16. (g) For avoidance At the time of doubteach assignment pursuant to this Section 10.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, each Lender Borrower and the Administrative Agent hereby confirms that it will not institute against the appropriate Internal Revenue Service Forms (and, if applicable, a Conduit Lender or join any other Person 3.13 Certificate) described 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceedingSection 3.13.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAgent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign assign, transfer or transfer delegate any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest Letter of Credit participated in by such Lender in the Letters of CreditLender, 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 the holder of any such participation, other than an Affiliate of such Lender, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting the extension of the maturity of any portion of the principal amount of a Loan or Commitment, the expiration of a Letter of Credit Documentsor any portion of interest or fees related thereto allocated to such participation or a reduction of the principal amount or principal payment amount of or the rate of interest payable on the Loans or any fees related thereto or reduction of the amount to be reimbursed under any Letter of Credit, or a release of any Obligor or any substantial portion of the Collateral or the Guarantor Collateral or any increase in participation amounts. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 and the participant in any such Letter of Credit for all purposes under this Amended Agreement and the other Credit Loan Documents, the Company and the Administrative Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s 's rights and obligations under this Amended Agreement and the other Credit Loan Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company Borrower agrees that if amounts outstanding under this Amended Agreement and the Loans Notes are due and 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 Amended Agreement and any Loan Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; Note, provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such Assignee, such assigning Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of 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 the Commitments and Loans as set forth therein, and (y) the assigning Lender thereunder shall, to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its obligations under this Amended 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 Amended Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee of all or a portion of the rights and obligations of such assigning Lender under this Amended Agreement. Notwithstanding anything herein to the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c). (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the address of the Administrative Agent referred to in Section 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, the principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby), together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion), 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 the Company. (f) If, pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.proceeds

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Note and their respective successors and assigns, except that the Company Borrower and the Guarantors may not assign or transfer any of its their rights or obligations under this Amended Agreement or the other Credit Documents without the prior written consent of each Lenderall the Lenders. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“Participants”) participating interests in any the Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Documents, the Company 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 Amended Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of the Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or the Loan shall be permitted without consent of any participant if the Participant’s participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Borrower or the Guarantors of any of their rights and obligations under this Agreement. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other Credit DocumentsDocuments (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 and 5.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities (an “AssigneePurchasing Lenders”), all or any part of its rights and obligations under this Amended AgreementAgreement and the Note in minimum amounts of Five Million Dollars ($5,000,000) (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating Interestinterests and obligations), pursuant to an Assignment and Acceptance Agreement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an affiliate or Approved Fund thereof, the Administrative AgentAgent and, so long as no Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredBorrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyrecording. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceAgreement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceAgreement, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Agreement shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended Agreement. Notwithstanding anything herein to Agreement and the contrary (and to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company 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 limitations set forth in the first sentence of this Section 12.6(c)Note. (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 10.3 a copy of each Assignment and Acceptance Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit Loans and Incremental Term Loans, if any the Loan owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register such register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register such register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an a duly executed Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Agreement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee in the amount of Three Thousand Five Hundred Dollars ($3,500 3,500) for each Purchasing Lender (which fee other than an affiliate of such Lender or an Approved Fund) listed in such Assignment Agreement and the Company shall have no obligation Note subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Assignment Agreement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance Agreement 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 CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h). (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender Borrower in connection with any such proceedingLender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement, in each case subject to Section 10.16.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrowers, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Loans and their respective successors and assigns, except that the Company neither Borrower may not assign or transfer any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (each, a “ParticipantsParticipant”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest interests of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of a participating interests interest to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such its Loan for all purposes under this Amended Agreement Agreement, and the other Credit Documents, the Company 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 Amended Agreement and the other Credit Documents; provided, however, Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver or other modification described in Section 12.1(iclause (a) of the proviso to subsection 9.1 that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and Without affecting the Loans are due and unpaidlimitations in the preceding sentences, the participating banks or other financial institutions, shall have been declared or shall have become due and payable upon the occurrence of an Event of Defaultnot be Lenders hereunder for any purpose except, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the participation agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereofso provides, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.12subsections 2.14, 5.192.16, 5.20, 5.21 and 5.23 2.17 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to timetime as if it were a Lender; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to any such Sections subsection 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; and provided further, (y) each that, in the case of subsection 2.16, such Participant shall be subject to have complied with the provisions requirements of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lendersubsection. (c) Any Lender other than any Conduit Each Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Borrowers (which shall not be unreasonably withheld and which will not be required during the existence of an Event of Default under subsections 7(g) or (h)), the Same Day Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which except no consent of the Borrowers or the Administrative Agent shall be required in each the case shall not be unreasonably withheld, conditioned, of an assignment to a Lender or delayed), an Affiliate of a Lender) sell or assign to one or more Lenders or additional banks or financial institutions other entities (an a “AssigneePurchasing Lender”), ) all or any a part of its rights and obligations under this Amended Agreement, the Agreement and any Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance executed by such AssigneePurchasing Lender, such assigning Lender (and by the Companytransferor Lender, the Administrative Agent, the Issuing Same Day Lender and the Swing Line LenderBorrowers; provided, that, if such sale is not to one or more Lenders and is to an additional lender, (i) such sale shall be in a minimum amount of $10,000,000 and (ii) the extent their consent is required)Commitment retained by such transferor Lender after such sale shall be at least $10,000,000, unless the transferor Lender sells all of its Commitment hereunder. Upon (i) the execution of such Assignment and delivered to the Administrative Agent for its acceptance and recording Acceptance, (ii) delivery of any executed forms required by subsection 2.16, (iii) recordation of such transfer in the Register; provided that Register and (Aiv) each payment by such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Purchasing Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights registration and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or processing fee described in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplicationsubsection 9.6(e). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date Transfer Effective Date determined pursuant to such Assignment and Acceptance, Acceptance (x) which shall not be earlier than the Assignee thereunder shall be a party hereto and, to date which is five Business Days after the extent provided in such date the Administrative Agent has received the Assignment and Acceptance), such Purchasing Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender hereunder under this Agreement to the same extent as if it were an original party hereto with the Commitments and Loans a Commitment as set forth therein, therein and (y) the assigning transferor Lender thereunder shall, shall be released from any further obligations under this Agreement to the extent of the interest transferred, as reflected in such Assignment and Acceptance, be released from its assigned interests; if such transferor Lender no longer holds any rights or obligations under this Amended 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 Amended Agreement, such assigning transferor Lender shall cease to be a party hereto)“Lender” hereunder except that its rights under subsections 2.14, 2.16, 2.17 and 9.5 shall not be affected. Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of the Commitments and the Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended Agreement. Notwithstanding anything herein Upon the consummation of any transfer to the contrary (and a Purchasing Lender pursuant to the extent permitted by lawthis subsection 9.6(c), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoingtransferor Lender, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all and the Borrowers shall make appropriate arrangements so that, if required, a replacement Note is issued to such transferor Lender and a new Note or, as appropriate, a replacement Note, is issued to such Purchasing Lender, in each case in principal amounts reflecting their respective Commitments. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the limitations set forth in the first sentence of this Section 12.6(c)Notes replaced thereby. (d) The Administrative Agent acting on behalf of and shall maintain, as agent for the CompanyBorrowers, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 subsection 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, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrowers, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Agreement. Any assignment of any Loan, notwithstanding any notice whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register. Any assignment or transfer of all or part of a 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, and thereupon one or more new Notes shall be issued to the contrarydesignated Assignee. The Register shall be available for inspection by the Company either Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment Upon the written request of the Borrowers, the Administrative Agent shall be effective for purposes deliver promptly a copy of this Amended Agreement unless it has been recorded in the Register as provided in this paragraphto the Borrowers. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an Assignee (and by the Companya transferor Lender, the Issuing a Purchasing Lender, the Swing Line Lender Borrowers, the Same Day Lender, and the Administrative Agent to the extent required hereby)Agent, together with payment by the Purchasing Lender to the Administrative Agent of a registration and processing fee of $3,500 from such Purchasing Lender and/or such transferor Lender (which fee including in the Company shall have no obligation case of assignments to pay and which fee may be waived by the Administrative Agent in its discretionAffiliates of assigning Lenders), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Acceptance, (ii) on the effective date Transfer Effective Date determined pursuant thereto, thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the CompanyBorrowers. (f) IfEach Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee any and all financial information (other than Confidential Information, except as permitted by subsection 9.4) in such Lender’s possession concerning such Borrower which has been delivered to such Lender by such Borrower pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred which has been delivered to any Transferee which would be a Foreign such Lender upon the effectiveness by such Borrower in connection with such Lender’s credit evaluation of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) Borrower prior to represent to the assigning Lender (for the benefit of the assigning Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)entering into this Agreement. (g) For avoidance of doubt, the parties to this Amended Agreement acknowledge that the provisions of this Section subsection 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, any pledge or assignment (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by law; provided that no such assignment, whether to a Federal Reserve Bank or other entity, shall release a Lender or a Lender Affiliate which is a fund to its trustee in support from any of its obligations to its trustee; provided that any transfer of Loans hereunder or Notes upon, or in lieu of, enforcement of or the exercise of remedies under substitute any such pledge shall be treated Federal Reserve Bank or other entity for such Lender as a party hereto or permit an absolute assignment thereof which shall not be made without compliance to occur other than in accordance with the requirements such provisions of this Section 12.6subsection 9.6. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty, (iii) release all or substantially all of the collateral (if any), or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant's rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.15, 5.192.16, 5.20, 5.21 2.17 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided further, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Related Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, and with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended Agreement, Credit Agreement and the Notes and the other Credit Documents and, in minimum amounts of $5,000,000 with respect to its Revolving Commitment, its Revolving Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating Interest's obligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an Affiliate or Related Fund thereof, the Administrative AgentAgent and, so long as no Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredBorrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) of a an existing Lender’s rights and obligations (I) to a Person which is not then a Lender , or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations orRelated Fund thereof, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Administrative Agent or the Administrative Agent, and (B) each Assignee which is a Foreign Lender Borrower nor shall comply with any such sale or assignment be subject to the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyminimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled". (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.15. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to this Amended 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) above. (i) Each of the Company, each Lender Borrower and the Administrative Agent hereby confirms that it will not institute against the appropriate Internal Revenue Service Forms (and, if applicable, a Conduit Lender or join any other Person 2.18 Certificate) described 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceedingSection 2.18.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrowers may not assign or transfer any of its their rights or obligations under this Amended Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement Agreement, and the other Credit Documents, the Company 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 Amended Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant's participation is not increased as a result thereof), (ii) release all or substantially all of the Collateral, or (iii) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant's rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrowers hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereofbe determined as if such Lender had not sold such participation, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.16, 5.192.17, 5.20, 5.21 2.18 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate affiliate or Lender Affiliate Related Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Parent Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or entities (an “Assignee”"Purchasing Lenders"), all or any part of its rights and obligations under this Amended AgreementAgreement and the Notes in minimum amounts of $5,000,000 (or, if less, the Notes and the other Credit Documents and, with respect to the Letters entire amount of Credit, such Lender’s L/C Participating Interest's interests and obligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an affiliate or Related Fund thereof, the Administrative AgentAgent and, so long as no Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredParent Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Revolving Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrowers, at their own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Parent Borrower marked "canceled". (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrowers, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Parent Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 3,500.00 for each Purchasing Lender (which fee other than an affiliate of such Lender or a Related Fund) listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyParent Borrower. (f) IfThe Borrowers authorize each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrowers and their Affiliates which has been delivered to such Lender by or on behalf of the Borrowers pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrowers and their Affiliates prior to furnish becoming a party to the assigning Lender (andthis Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.16. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties respective assignee Lender shall provide to this Amended Agreement acknowledge that the provisions of this Parent Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in 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 (i) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.62.18. (h) The Company, upon receipt Any Lender may at any time pledge or assign a security interest in all or any portion of written notice from the relevant its rights under this Credit Agreement to secure obligations of such Lender, agrees including any such pledge or assignment to issue Notes a Federal Reserve Bank, and this Section 9.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender requiring Notes to facilitate transactions of the type described in paragraph (h) above. (i) Each of the Company, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join from 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit obligations hereunder or limit the ability of substitute any such Person to file claims against assignee for such Lender as a Conduit Lender in connection with any such proceedingparty hereto.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Credit Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future Lenders and holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Amended Credit Agreement to the other parties to this Amended Credit 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 Amended Agreement Credit Agreement, and the other Credit Documents, the Company 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 Amended Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any Participant if the Participant’s participation is not increased as a result thereof), (ii) release all or substantially all of the Guarantors from their obligations under the Guaranty or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant’s rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereof, be determined as if such Lender had not sold such participation; provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.15, 5.192.16, 5.20, 5.21 2.17 and 5.23 10.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided further, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its lending business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate Related Fund thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, withheld or delayed), sell to one or more additional banks or financial institutions or entities (an “AssigneePurchasing Lenders”), all or any part of its rights and obligations under this Amended Agreement, Credit Agreement and the Notes and the other Credit Documents and, in minimum amounts of $5,000,000 with respect to its Commitment and Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating Interestobligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lenderand, to the extent their consent is requiredrequired above, the Administrative Agent and the Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (A) each such sale pursuant to this Section 12.6(c) that, except in the case of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be assignment of the entire remaining amount of the Assigning Lenders rights transferor Lender’s Commitment and obligations orthe Loans at the time owing to it, if the principal outstanding balance of the Loans of the transferor Lender subsequent to the effectiveness of the Commitment Transfer Supplement shall not be less than such entire remaining amount$5,000,000, unless each of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; Agent and, so long as no Event of Default has occurred and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentencecontinuing, the amount described therein shall Borrower otherwise consent (each such consent not to be aggregated in respect of each Lender and its Lender Affiliates, if anyunreasonably withheld or delayed). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Credit Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Credit Agreement, such assigning transferor Lender shall cease to be a party hereto; provided, however, that such Lender shall still be entitled to any indemnification rights hereunder). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementCredit Agreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower shall execute and deliver to the Administrative Agent in exchange for any Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender, to the extent permitted requested by law)such Purchasing Lender, after in an amount equal to the occurrence and during Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the continuance of an Event of Default any transferor Lender may sell all or any part of its rights and obligations under this Amended Agreement without has not retained a Commitment hereunder, new Notes, if requested, to the consent order of the Companytransferor Lender in an amount equal to the Commitment retained by it hereunder. Notwithstanding Such new Notes shall be dated the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without Closing Date and shall otherwise be in the consent form of the Company or Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by 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 limitations set forth in the first sentence of this Section 12.6(c)Borrower marked “canceled”. (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 10.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Credit Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Credit Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect ’s credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Subsidiaries prior to furnish becoming a party to the assigning Lender (andthis Credit Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)10.15. (g) For avoidance At the time of doubteach assignment pursuant to this Section 10.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the parties respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.18 Certificate) described in Section 2.18. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Amended Credit 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 (iright to payment of principal and interest under any Note) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) abovelaws. (i) Each Any sale or assignment pursuant to this Section 10.6 shall contain a representation and warranty by the Transferee to the effect that none of the Companyfunds, each Lender monies, assets or other consideration to be used by it to make the purchase or assignment of or to fund any Loan, LOC Obligation or other extension of credit under this Credit Agreement or other Credit Documents constitutes “plan assets” as defined in ERISA and that the Administrative Agent hereby confirms that it rights benefits and interests of the Transferee in and under this Credit Agreement and other Credit Documents 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 be “plan assets” 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceedingERISA.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender Lender, or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement Agreement, and the other Credit Documents, the Company 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 Amended Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any participant if the Participant's participation is not increased as a result thereof), (ii) release any of the Guarantors from their obligations under the Guaranty or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other Credit Documents; provided, however, that Documents (the Participant's rights against such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan such participation to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed those set forth in the agreement pursuant to which it executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall have acquired its participating interest to share with the Lenders the proceeds thereofbe determined as if such Lender had not sold such participation, as provided in Section 12.7. The Company also agrees that each Participant shall be entitled to the benefits of Sections 5.122.13, 5.192.14, 5.20, 5.21 2.15 and 5.23 9.5 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided provided, that (xa) no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred, occurred and (yb) each such Participant shall be subject to the provisions of paragraph (c) of Section 5.20 limitations and (z) a obligations set forth in Sections 2.13, 2.14, 2.15 and 9.5 as if such Participant that would be a Foreign Lender if it were was a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lenderhereunder. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time time, sell or assign to any Lender or any Affiliate or Lender Affiliate affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, and with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (which in each case case, which consent shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”"Purchasing Lenders"), a constant, and not a varying, percentage of all or any part of its rights and obligations under this Amended Agreement, Agreement and the Notes and the other Credit Documents and, in minimum amounts of $5,000,000 with respect to its Commitment and its Loans (or, if less, the Letters entire amount of Credit, such Lender’s L/C Participating Interest's obligations), pursuant to an Assignment and Acceptance a Commitment Transfer Supplement, executed by such Assignee, Purchasing Lender and such assigning transferor Lender (and by and, in the Companycase of a Purchasing Lender that is not then a Lender or an affiliate thereof, the Administrative AgentAgent and, so long as no Default or Event of Default has occurred and is continuing, the Issuing Lender and the Swing Line Lender, to the extent their consent is requiredBorrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided provided, however, that (A) each such any sale pursuant or assignment to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a an existing Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company Administrative Agent or the Administrative Agent, and (B) each Assignee which is a Foreign Lender Borrower nor shall comply with any such sale or assignment be subject to the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyminimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to Transfer Effective Date specified in such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Notes delivered to the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard transferor Lender in an amount equal to the limitations set forth Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this Section 12.6(c)the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled". (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 9.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Loan recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an Assignee (and by the Company, the Issuing Lender, the Swing Line Lender and the Administrative Agent to the extent required hereby)Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500 (which fee for each Purchasing Lender listed in such Commitment Transfer Supplement and the Company shall have no obligation Notes subject to pay and which fee may be waived by the Administrative Agent in its discretion)such Commitment Transfer Supplement, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Commitment Transfer Supplement, (ii) on the effective date determined pursuant thereto, record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (andthis Agreement, in the each case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant subject to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)9.16. (g) For avoidance At the time of doubteach assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the parties assignee Lender shall provide to this Amended Agreement acknowledge that the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.15 Certificate) described in Section 2.15 and shall be subject to the provisions of Section 2.15. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, Agreement (including, without limitation, any pledge or assignment (iright to payment of principal and interest under any Note) by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6laws. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, all future holders of the Loans, Revolving Credit Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, and after notice to the Borrower, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Revolving Credit Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, 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 Credit Loan Documents. In the event of any such sale by a Lender of a participating interests interest to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Loan Documents, and the Company 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 Amended Agreement and the other Credit Loan Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company Borrower agrees that if amounts outstanding under this Amended Agreement and the Loans Revolving Credit Notes are due and 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 Amended Agreement and any Loan 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 Amended Agreement or any Loan; Revolving Credit Note, provided that that, in purchasing such participating interest, such Participant shall only be entitled deemed to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, thereof as provided in Section 12.7subsection 11.7 (a) as fully as if it were a Lender hereunder. The Company Borrower also agrees that each Participant shall be entitled to the benefits of Sections 5.12subsections 4.9, 5.19, 5.20, 5.21 4.10 and 5.23 4.11 with respect to its participation in the Revolving Credit Commitments, the Revolving Credit Loans and the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided provided, that (x) no Participant shall be entitled to receive any greater amount pursuant to such Sections subsections 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, 70 77 (yb) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a extent the Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lenderdirectly affected thereby. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate successor or Lender Affiliate affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) Borrower and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions or funds that regularly purchase loans (an “Assignee”), "Purchasing Lenders") all or any part of its rights and obligations under this Amended Agreement, the Notes Agreement and the other Revolving Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, Notes pursuant to an Assignment and Acceptance Acceptance, substantially in the form of Exhibit M, executed by such AssigneePurchasing Lender, such assigning transferor Lender (and and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof, by the Company, Borrower and the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), ) and delivered to the Administrative Agent for its acceptance and recording in the Register; Register ,provided that no such assignment to an assignee (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a other than any Lender or an Affiliate or Lender Affiliate any affiliate of a Lender any Lender) shall be of the entire remaining in an aggregate principal amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 10,000,000 (or other than in the case of any Incremental Term Loan an assignment of all of a Lender's interest under this Agreement) and the assigning Lender shall have retained at least $10,000,000 of Revolving Credit Commitments (unless it is assigning all of its Revolving Credit Commitments and Incremental Term Revolving Credit Loans), $1,000,000) or more unless otherwise agreed by the Company Borrower and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of to each Lender and its Lender Affiliatesrelated affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date Transfer Effective Date determined pursuant to such Assignment and Acceptance, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Revolving Credit Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and Acceptance, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefit of the indemnity and expense reimbursement provisions of the Loan Documents to the extent relating to matters during the time it was a Lender). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Revolving Credit Notes. Notwithstanding anything herein On or prior to the contrary (Transfer Effective Date determined pursuant to such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Revolving Credit Note of the Loans transferor Lender a new Revolving Credit Note to the order of such Purchasing Lender in an amount equal to the Revolving Credit Commitment assumed by it may have funded hereunder and pursuant to its designation agreement such Assignment and without regard Acceptance and, if the transferor Lender has retained Revolving Credit Commitments hereunder, a new Revolving Credit Note to the limitations set forth order of the transferor Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Notes shall be dated the Closing Date, and shall otherwise be in the first sentence form of this Section 12.6(c)the Revolving Credit Note replaced thereby. The Revolving Credit Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "cancelled". (d) The Administrative Agent acting Agent, on behalf of and as agent for the CompanyBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 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 Revolving Credit Commitment of, the and principal amount of any Swing Line Loans, the Revolving Credit Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests Revolving Credit Loan recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. Any assignment of any Revolving Credit Loan or other Obligations hereunder not evidenced by a Revolving Credit 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 Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning a transferor Lender and Purchasing Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Assignee (and affiliate thereof, by the Company, the Issuing Lender, the Swing Line Lender Borrower and the Administrative Agent to the extent required hereby), Agent) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion)4,000, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date Transfer Effective Date determined pursuant thereto, thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfThe Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Section 12.6, any interest in this Amended Agreement or any Loan which has been delivered to such Lender by or Letter of Credit is transferred to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Lender (for the benefit on behalf of the assigning Borrower in connection with such Lender, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect 's credit evaluation of the Loans or L/C Participating Interests, (ii) Borrower and its Affiliates prior to furnish becoming a party to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(e) and (h) and (iii) to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by the provisions of Section 5.23(e) and (h)this Agreement. (g) For avoidance of doubt, the parties to this Amended Agreement acknowledge that the provisions of this Section subsection concerning assignments of Revolving Credit Loans and Revolving Credit Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment (i) by a Lender of any Revolving Credit Loan or Revolving Credit Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6law. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyLoan Parties, the Lenders, the Agents, Administrative Agent all future holders of the Loans, Notes and their respective successors and assigns, except that neither the Company Borrower nor any Guarantor may not assign or transfer any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, at its sole cost and expense, without notice to or consent of the Administrative Agent and the Borrower, in the ordinary course of its lending business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Credit Loan Documents. In the event of any such sale by a Lender of a participating interests interest to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Loan Documents, and the Company 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 Amended Agreement and the other Credit Loan Documents; provided, however, that . No Lender shall grant any participation under which the Participant shall have the right to require such Lender shall notto take or omit to take any action hereunder or approve any amendment to or waiver of this Agreement or the Notes or any other Loan Document, without except to the consent extent such amendment or waiver would: (i) extend the final maturity date of, or extend any date for payment of any principal, interest or fees applicable to, the Loans, or Commitments in which such Participant is participating, (ii) reduce the interest rate or the amount of principal or fees applicable to the Loans in which such Participant is participating or (iii) release any Lien granted pursuant to Section 2.16(a) hereof and the Interim Order (or the Final Order, as applicable) on all or substantially all of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such ParticipantCollateral. The Company Borrower agrees that if amounts outstanding under this Amended Agreement and the Loans Notes are due and 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 set off in respect of its participating interest in amounts owing under this Amended Agreement and any Loan Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; Note, provided that that, in purchasing such participating interest, such Participant shall only be entitled deemed to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, thereof as provided in Section 12.711.7(a) as fully as if it were a Lender hereunder. The Company Borrower also agrees that each Participant shall be entitled to the benefits of Sections 5.12, 5.19, 5.20, 5.21 2.10 and 5.23 2.11 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to timetime as if it were a Lender; and provided that (x) no the Participant and the transferor Lender shall not be entitled to receive in the aggregate any greater amount pursuant to such Sections subsections 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, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business of making or investing in loans and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions Eligible Assignees (an “Assignee”), each a "Purchasing Lender") all or any part of its rights and obligations under this Amended Agreement, Agreement and the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance Acceptance, substantially in the form of Exhibit E, executed by such AssigneePurchasing Lender, such assigning transferor Lender (and and, in the case of a Purchasing Lender that is not then a Lender, by the Company, the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), ) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that (Ai) each such sale pursuant to this Section 12.6(c) other than in the case of a Lender’s rights and obligations (I) sale to a Person Purchasing Lender that is an Affiliate of the transferor Lender or to another Lender, or to an Affiliate or Related Fund of any Lender (collectively, a "Related Party Transfer"), the consent of the Administrative Agent shall be required (which consent shall not be unreasonably withheld or delayed), (ii) other than (x) in the case of a Related Party Transfer or (y) in connection with the syndication process which shall not extend beyond 45 days after the Closing Date, the consent of the Borrower shall be required (which consent shall not be unreasonably withheld or delayed), unless a Default or Event of Default shall have occurred and is continuing, (iii) if such Purchasing Lender is not then a Lender Lender, such sale must be to either (A) a commercial bank having total assets in excess of $5,000,000,000, (B) a finance company, insurance company or other financial institution or fund which is regularly engaged in the making of, purchasing or investing in, loans and having total assets in excess of $100,000,000 or (C) such other Person approved by the Administrative Agent and the Borrower (which approval shall not be unreasonably withheld or delayed) (each, an Affiliate "Eligible Assignee") and (iv) if such sale is not to another Lender, Related Fund or Lender Affiliate of a Lender shall be any Lender, or does not involve all of the entire remaining transferor Lender's rights and obligations under this Agreement, (A) the amount of the Assigning Lenders rights and obligations orso sold shall, if unless otherwise agreed to in writing by the Administrative Agent, not be less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or the entire amount of its rights and obligations if less than $5,000,0000) and in the each case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person be an entity which is then not restricted from making future advances under a Lender revolving credit facility or to an Affiliate entity that has filed for relief under the Bankruptcy Code or Lender Affiliate of is a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, financially distressed company and (B) after giving effect to such assignment, the Commitment of each Assignee which is a Foreign of the transferor Lender and the transferee Lender shall comply with be at least $5,000,000, or such lesser amount agreed to by the provisions of Section 5.23(e) Administrative Agent and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if anyBorrower. Upon such execution, delivery, acceptance and recordingrecording of an Assignment and Acceptance, from and after the effective date of such transfer determined pursuant to and as defined in such Assignment and Acceptance, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and Acceptance, be released from its obligations under this Amended Agreement (and, in the case of an a Assignment and Acceptance covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement (including Schedule 1.1 hereof) to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of the Revolving Credit Commitment Percentages Percentage and Commitment of each of the transferor Lender and the Purchasing Lender arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Notes. Notwithstanding anything herein To the extent requested in writing by the transferor Lender or the Purchasing Lender on or prior to the contrary (effective date of such transfer determined pursuant to such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Note of the Loans transferor Lender a new Note to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it may have funded hereunder and pursuant to its designation agreement such Assignment and without regard Acceptance and, if the transferor Lender has retained a Commitment hereunder, a new Note to the limitations set forth order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the first sentence form of this the Note replaced thereby. To the extent the transferor Lender requested a Note pursuant to Section 12.6(c2.5(e), the Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "cancelled". (d) The Administrative Agent Agent, acting on behalf of and as agent for the CompanyBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 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 and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Any assignment of any Loan whether or not evidenced by a Note shall be effective for purposes of this Amended Agreement unless it has been recorded only upon appropriate entries with respect thereto being made in the Register as provided (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, and thereupon one or more new Notes in this paragraphthe same aggregate principal amount shall be issued to the designated Purchasing Lender and the old Notes shall be returned by the Administrative Agent to the Borrower marked "cancelled". (e) Upon its receipt of an Assignment and Acceptance executed by an assigning a transferor Lender and an Assignee a Purchasing Lender (and by and, in the Company, the Issuing case of a Purchasing Lender that is not then a Lender, the Swing Line Lender and by the Administrative Agent and the Borrower to the extent required hereby), under paragraph (c) above) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion)3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Acceptance, (ii) on the effective date of such transfer determined pursuant thereto, thereto record the information contained therein in the Register and (iii) give notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfSubject to Section 11.12, pursuant the Borrower authorizes each Lender to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred disclose to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Participant or Purchasing Lender (for the benefit of the assigning Lendereach, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(ea "Transferee") and any prospective Transferee (h) and (iii) in each case which agrees to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by comply with the provisions of Section 5.23(e11.12 hereof) any and (h)all financial information in such Lender's possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan Document or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender's credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement. (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of assigning any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a law. In the case of any Lender or a Lender Affiliate which that is a fund to its trustee that invests in support bank loans, such Lender may, without the consent of the Borrower or the Administrative Agent, assign or pledge all or any portion of its Notes or any other instrument evidencing its rights as a Lender under this Agreement to any trustee for, or any other representative of, holders of obligations to its trusteeowed or securities issued, by such fund, as security for such obligations or securities; provided that any transfer of Loans foreclosure or Notes upon, similar action by such trustee or in lieu of, enforcement of or the exercise of remedies under any such pledge representative shall be treated as an assignment thereof which shall not be made without compliance with subject to the requirements provisions of this Section 12.611.6 concerning assignments. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyBorrower, the Lenders, the AgentsAdministrative Agent, and all future holders of the Loans, Notes and their respective successors and assigns, except that the Company Borrower may not assign or transfer any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“"Participants”") participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Credit Documentshereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s 's obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Loan Documents, and the Company 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 Amended Agreement and the other Credit Loan Documents; provided, however, that such Lender shall not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such Participant. The Company agrees that if amounts outstanding under this Amended Agreement and the Loans are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Amended Agreement and any Loan to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; provided that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, as provided in Section 12.7. The Company Borrower also agrees that each Participant shall be entitled to the benefits of Sections 5.12subsections 2.18, 5.192.19, 5.20, 5.21 2.20 and 5.23 10.5(d)(ii) and (iii) with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to time; provided provided, that (xi) no Participant shall be entitled to receive any greater amount pursuant to such Sections subsections 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, (yii) no Participant shall be entitled to any indemnification by the Borrower to the extent that, at the time of its purchase of a participating interest in the Loans, it cannot make the representation specified in the first sentence of subsection 2.19(b) and (iii) each Participant shall be subject bound by the confidentiality provisions contained in subsection 10.11. In no event shall a Lender that sells a participating interest be obligated to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified take or refrain from taking any action hereunder or under any of the participation other Loan Documents except that such Lender may agree that it will not, without the consent of such Participant, agree to (A) increase or extend the term of the Commitments of such Lender, (B) reduce the principal of, or interest sold payable on, the Loans of such Lender or any fees or other amounts payable to such Participant and Lender hereunder, (C) postpone the date fixed for any payment of the principal of, or interest on, the Loans of such Participant agreesLender or other amounts payable to such Lender hereunder, or (D) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the benefit Lenders or any of the Company, them to comply with Section 5.23(e) and (h) as through it were a Lendertake any action hereunder. (c) Any Lender other than any Conduit Lender maymay (or in accordance with subsection 2.22(c), must), in the ordinary course of its commercial lending business and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any other Lender or to any Affiliate or Lender Affiliate thereof Qualified Financial Institution (including any Affiliate or Subsidiary of all such transferor Lenderpurchasers, collectively, "Purchasing Lenders") and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions (an “Assignee”), all or any part of its rights and obligations under this Amended Agreement, the Notes Agreement and the other Credit Documents andNote held by it (or any part of such rights and obligations; provided that, with respect after giving effect to the Letters of Creditsuch sale, such Lender’s L/C Participating Interest, transferor Lender and such Purchasing Lender each has Commitments and/or Loans aggregating not less than $5,000,000 pursuant to an Assignment a Commitment and Acceptance Loan Transfer Supplement, substantially in the form of Exhibit C (a "Commitment Transfer Supplement"), executed by such AssigneePurchasing Lender, such assigning transferor Lender (and and, in the case of a Purchasing Lender that is not then a Lender or a Qualified Financial Institution under clause (a) of the definition thereof in subsection 1.1, by the Company, Borrower and the Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), ) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that Register (A) each such sale pursuant to this Section 12.6(c) of a Lender’s rights and obligations (I) to a Person which is not then a Lender or an Affiliate or Lender Affiliate of a Lender shall be of the entire remaining amount of the Assigning Lenders rights and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or in the case of any Incremental Term Loan Commitments and Incremental Term Loans, $1,000,000) or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require the consent of the Company or the Administrative Agent, and (B) each Assignee which is a Foreign Lender shall comply with the provisions of Section 5.23(e) and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplicationas hereinafter defined). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Lender and its Lender Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date Transfer Effective Date determined pursuant to such Assignment and AcceptanceCommitment Transfer Supplement, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and shall be bound by the provisions hereto and, to the extent provided in such Assignment and AcceptanceCommitment Transfer Supplement, shall have the rights and obligations of a Lender hereunder hereunder, with the its Commitments and Loans as set forth thereinin such Commitment Transfer Supplement, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and AcceptanceCommitment Transfer Supplement, be released from its obligations under this Amended Agreement (and, in the case of an Assignment and Acceptance a Commitment Transfer Supplement covering all or the remaining portion of an assigning a transferor Lender’s 's rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance Commitment Transfer Supplement shall be deemed to amend this Amended Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender as a Lender party hereto and the resulting adjustment of Commitment Percentages and Commitments arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Note held by it. Notwithstanding anything herein On the Transfer Effective Date determined pursuant to such Commitment Transfer Supplement, or as soon as possible thereafter, the contrary (Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent of the Company. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Company or the Administrative Agent any or all in exchange for the Note held by the transferor Lender (which Note shall be surrendered to the Administrative Agent for delivery to the Borrower), a new Note to the order of such Purchasing Lender reflecting the respective Commitments and outstanding Loans obtained by it pursuant to such Commitment Transfer Supplement and, if the transferor Lender has retained Commitments and Loans hereunder, a new Note to the order of the transferor Lender reflecting the respective commitments and outstanding Loans retained by it may have funded hereunder hereunder. Such new Notes shall be dated the date which is the first day of the first Interest Period then in effect for which interest has not been paid and pursuant to its designation agreement and without regard shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the limitations set forth in the first sentence of this Section 12.6(c)Borrower marked "canceled". (d) The Administrative Agent acting on behalf of and as agent for the Company, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 subsection 10.2 a copy of each Assignment and Acceptance Commitment Transfer Supplement delivered to it and a register (the “"Register”") for the recordation of the names and addresses of the Lenders and the Commitment Commitments of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective for purposes of this Amended Agreement unless it has been recorded in the Register as provided in this paragraph. (e) Upon its receipt of an Assignment and Acceptance a Commitment Transfer Supplement executed by an assigning a transferor Lender and an Assignee Purchasing Lender (and and, in the case of a Purchasing Lender that is not then a Lender or a Qualified Financial Institution under clause (a) of the definition thereof in subsection 1.1, by the Company, the Issuing Lender, the Swing Line Lender Borrower and the Administrative Agent to the extent required herebyAgent), together with payment to the Administrative Agent by the transferor Lender of a registration and processing fee of $3,500 (which fee the Company shall have no obligation to pay and which fee may be waived by the Administrative Agent in its discretion)2,000, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance Commitment Transfer Supplement and (ii) on the effective date Transfer Effective Date determined pursuant thereto, thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) The Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial and other information in such Lender's possession concerning the Borrower and its Partners and their respective Affiliates and the Project which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender's evaluation of the Project and its credit evaluation of the Borrower and its Partners and their respective Affiliates prior to becoming a party to this Agreement; provided that such Transferee or prospective Transferee agrees to be bound by the confidentiality provisions contained in subsection 10.11. (g) If, pursuant to this Section 12.6subsection, any interest in this Amended Agreement or any Loan or Letter of Credit Note is transferred to any Transferee Purchasing Lender which would be a Foreign Lender upon is organized under the effectiveness laws of such transferany jurisdiction other than the United States or any state thereof, the assigning transferor Lender shall cause such TransfereePurchasing Lender, concurrently with the effectiveness of such transfer, (i) to represent to the assigning transferor Lender (for the benefit of the assigning transferor Lender, the Administrative Agent and the CompanyBorrower) that under applicable law and treaties then in effect no Taxes United States federal taxes will be required to be withheld by the Administrative Agent, the Company Borrower or the assigning transferor Lender with respect to any payments to be made to such Transferee Purchasing Lender in respect of the Loans or L/C Participating InterestsLoans, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Borrower either U.S. Internal Revenue Service Forms required Form W-8BEN or W-8ECI (wherein such Purchasing Lender claims entitlement to be furnished pursuant to Section 5.23(e) and (hcomplete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the assigning transferor Lender, the Administrative Agent and the CompanyBorrower) to be bound provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by the provisions of Section 5.23(e) and such Transferee, unless an event (h). (g) For avoidance of doubt, the parties to this Amended 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 change in treaty, law or assignment regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders such forms inapplicable or which would prevent such Purchasing Lender from duly completing and delivering any such forms with respect to it and such Purchasing Lender so advises the Borrower and the Administrative Agent. (ih) by a Nothing herein shall prohibit any Lender of from pledging or assigning any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a Lender or a Lender Affiliate which is a fund to its trustee in support of its obligations to its trustee; provided that any transfer of Loans or Notes upon, or in lieu of, enforcement of or the exercise of remedies under any such pledge shall be treated as an assignment thereof which shall not be made without compliance with the requirements of this Section 12.6. (h) The Company, 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 (h) abovelaw. (i) Each In the event any Lender demands payment of additional amounts pursuant to subsection 2.18 or 2.19, the CompanyBorrower, each at its expense, at any time within three (3) months after such demand, may, so long as no Default or Event of Default shall have occurred and be continuing, require such Lender to sell in accordance with the foregoing provisions of this subsection 10.6, at par plus accrued interest, without recourse or warranty, all its rights and obligations hereunder (including its Commitments and the Administrative Agent hereby confirms Loans at the time owing to it and the Note held by it) to a Qualified Financial Institution specified by the Borrower; provided that it will (A) such assignment shall not institute against a Conduit Lender conflict with or join violate 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 rule or regulation or order of the latest maturing commercial paper note issued by such Conduit Lender; providedany court or other Governmental Authority, however (i) 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 forbearance and (iiB) the foregoing Borrower shall not prohibit or limit have paid to the ability of any such Person assigning Lender all amounts (other than interest) accrued and owing hereunder to file claims against a Conduit Lender in connection with any such proceedingit (including, without limitation, amounts owing pursuant to subsections 2.18, 2.19 and 2.

Successors and Assigns; Participations; Purchasing Lenders. (a) This Amended Agreement shall be binding upon and inure to the benefit of the CompanyLoan Parties, the Lenders, the Administrative Agents, the Fronting Bank, all future holders of the Loans, Notes and their respective successors and assigns, except that neither the Company Borrower nor any Guarantor may not assign or transfer any of its rights or obligations under this Amended Agreement without the prior written consent of each Lender. (b) Any Lender other than any Conduit Lender may, without notice to or consent of the Administrative Agents and the Borrower, in the ordinary course of its lending business and in accordance with applicable law, at any time sell to one or more banks or other financial institutions or Lender Affiliates entities (“Participants”) participating interests in any Loan owing to such Lender, any participating interest of such Lender in the Letters of Credit, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Credit Loan Documents. In the event of any such sale by a Lender of a participating interests interest to a Participant, such Lender’s obligations under this Amended Agreement to the other parties to this Amended 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 Amended Agreement and the other Credit Loan Documents, and the Company Borrower and the Administrative Agent Agents shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Amended Agreement and the other Credit Loan Documents; provided, however, that . No Lender shall grant any participation under which the Participant shall have the right to require such Lender shall notto take or omit to take any action hereunder or approve any amendment to or waiver of this Agreement or the Notes or any other Loan Document, without except to the consent extent such amendment or waiver would: (i) extend the final maturity date of, or extend any date for payment of any principal, interest or fees applicable to, the Loans, Letters of Credit or Commitments in which such Participant is participating, (ii) reduce the interest rate or the amount of principal or fees applicable to the Loans or the Letters of Credit in which such Participant is participating or (iii) release any Lien granted pursuant to Section 2.28 hereof and the Interim Order (or the Final Order, as applicable) on all or substantially all of the Participant, agree to any amendment, waiver or other modification described in Section 12.1(i) that affects such ParticipantCollateral. The Company Borrower agrees that if amounts outstanding under this Amended Agreement and the Loans Notes are due and 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 set-off in respect of its participating interest in amounts owing under this Amended Agreement and any Loan Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Amended Agreement or any Loan; Note, provided that that, in purchasing such participating interest, such Participant shall only be entitled deemed to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lenders the proceeds thereof, thereof as provided in Section 12.711.7(a) as fully as if it were a Lender hereunder. The Company Borrower also agrees that each Participant shall be entitled to the benefits of Sections 5.122.21, 5.19, 5.20, 5.21 2.22 and 5.23 2.23 with respect to its participation in the Letters of Credit and in the Commitments and the Loans outstanding from time to timetime as if it were a Lender; and provided that (x) no the Participant and the transferor Lender shall not be entitled to receive in the aggregate any greater amount pursuant to such Sections subsections 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, (y) each Participant shall be subject to the provisions of paragraph (c) of Section 5.20 and (z) a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.23 unless the Company is notified of the participation interest sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 5.23(e) and (h) as through it were a Lender. (c) Any Lender other than any Conduit Lender may, in the ordinary course of its business of making or investing in loans and in accordance with applicable law, with the prior written consent of the Issuing Lender and the Swing Line Lender (in the case of the Revolving Credit Facility, at any time sell to any Lender or any Affiliate or Lender Affiliate thereof (including any Affiliate or Subsidiary of such transferor Lender) and, with the prior written consent of the Company (subject to the penultimate sentence of this clause (c)) and the Administrative Agent (which in each case shall not be unreasonably withheld, conditioned, or delayed), sell to one or more additional banks or financial institutions Eligible Assignees (an each a “AssigneePurchasing Lender”), ) all or any part of its rights and obligations under this Amended Agreement, Agreement and the Notes and the other Credit Documents and, with respect to the Letters of Credit, such Lender’s L/C Participating Interest, pursuant to an Assignment and Acceptance Acceptance, substantially in the form of Exhibit D, executed by such AssigneePurchasing Lender, such assigning transferor Lender (and and, in the case of a Purchasing Lender that is not then a Lender, by the Company, the applicable Administrative Agent, the Issuing Lender and the Swing Line Lender, to the extent their consent is required), ) and delivered to the applicable Administrative Agent for its acceptance and recording in the Register; provided that (i) other than in the case of a sale to a Purchasing Lender that is an Affiliate of the transferor Lender or to another Lender, or to an Affiliate or Related Fund of any Lender (collectively, a “Related Party Transfer”), the consent of the applicable Administrative Agent shall be required (which consent shall not be unreasonably withheld or delayed), (ii) if such Purchasing Lender is not then a Lender, such sale must be to either (A) each a commercial bank having total assets in excess of $5,000,000,000, (B) a finance company, insurance company or other financial institution or fund which is regularly engaged in the making of, purchasing or investing in, loans and having total assets in excess of $100,000,000 or (C) such other Person approved by the applicable Administrative Agent (which approval shall not be unreasonably withheld or delayed) (each, an “Eligible Assignee”), (iii) if such sale pursuant is not to this Section 12.6(c) another Lender, Related Fund or Affiliate of a any Lender, or does not involve all of the transferor Lender’s rights and obligations under this Agreement, (IA) the amount of the rights and obligations so sold shall, unless otherwise agreed to a Person in writing by the applicable Administrative Agent, not be less than $1,000,000 and in each case to be an entity which is not then restricted from making future advances under a revolving credit facility or to an entity that has filed for relief under the Bankruptcy Code or that is a financially distressed company and (B) after giving effect to such assignment, the Commitment of each of the transferor Lender or an Affiliate or Lender Affiliate of a and the transferee Lender shall be of at least $1,000,000, or such lesser amount agreed to by the entire remaining amount of the Assigning Lenders rights applicable Administrative Agent and obligations or, if less than such entire remaining amount, of Commitments and/or Loans of $5,000,000 (or iv) in the case of any Incremental Term Loan Commitments and Incremental Term Loanssale under the Revolving Facility (other than to another Lender, $1,000,000) Related Fund or more unless otherwise agreed by the Company and the Administrative Agent; and (II) to a Person which is then a Lender or an Affiliate or Lender Affiliate of a Lender may be in any amount and shall not require Lender), the consent of the Company or Fronting Bank and the Administrative Agent, and (B) each Assignee which is a Foreign Swingline Lender shall comply be required (except the foregoing restrictions contained in clauses (i) through (iv) shall not be applicable to any assignments between DB or CS and an Eligible Assignee in connection with the provisions of Section 5.23(e) syndication process and (h) hereof; and provided, further that the foregoing shall not prohibit a Lender from selling participating interests in accordance with Section 12.6(b) in all or any portion of its Commitments and/or Loans (without duplication). For purposes of clauses (A) and (B) of the first proviso contained in the preceding sentence, the amount described therein such minimum amounts shall be aggregated in respect of each Lender, an Affiliate of such Lender and its Lender Affiliates, if anyRelated Funds of any Lender). Upon such execution, delivery, acceptance and recordingrecording of an Assignment and Acceptance, from and after the effective date of such transfer determined pursuant to and as defined in such Assignment and Acceptance, (x) the Assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the Commitments and Loans a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent of the interest transferred, as reflected provided in such Assignment and Acceptance, be released from its obligations under this Amended Agreement (and, in the case of an a Assignment and Acceptance covering all or the remaining portion of an assigning a transferor Lender’s rights and obligations under this Amended Agreement, such assigning transferor Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Amended Agreement (including Schedule 1.1A hereof) to the extent, and only to the extent, necessary to reflect the addition of such Assignee Purchasing Lender and the resulting adjustment of the Commitment Percentages Percentage and Commitment of each of the transferor Lender and the Purchasing Lender arising from the purchase by such Assignee Purchasing Lender of all or a portion of the rights and obligations of such assigning transferor Lender under this Amended AgreementAgreement and the Notes. Notwithstanding anything herein To the extent requested in writing by the transferor Lender or the Purchasing Lender on or prior to the contrary (effective date of such transfer determined pursuant to such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the extent permitted by law), after applicable Administrative Agent in exchange for the occurrence and during the continuance of an Event of Default any Lender may sell all or any part of its rights and obligations under this Amended Agreement without the consent Note of the Company. Notwithstanding transferor Lender a new Note to the foregoingorder of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, any Conduit if the transferor Lender may assign at any time has retained a Commitment hereunder, a new Note to its designating Lender hereunder without the consent order of the Company or transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Note replaced thereby. To the extent the transferor Lender requested a Note, the Note surrendered by the transferor Lender shall be returned by the applicable Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the limitations set forth in the first sentence of this Section 12.6(c)Borrower marked “cancelled”. (d) The Each Administrative Agent Agent, acting on behalf of and as agent for the CompanyBorrower, shall maintain at the its address of the Administrative Agent referred to in Section 12.2 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 and the Commitment of, the and principal amount of any Swing Line Loans, Revolving Credit the Loans and Incremental Term Loans, if any owing to, and if such Lender has any Revolving Credit Commitment, the L/C Participating Interests of, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the CompanyBorrower, the Administrative Agent Agents and the Lenders shall may treat each Person whose name is recorded in the Register as the owner of the Loans or L/C Participating Interests recorded therein for all purposes of this Amended Agreement, notwithstanding any notice to the contrary. The Register shall be available for inspection by the Company Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. No Any assignment of any Loan whether or not evidenced by a Note shall be effective for purposes of this Amended Agreement unless it has been recorded only upon appropriate entries with respect thereto being made in the Register as provided (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, and thereupon one or more new Notes in this paragraphthe same aggregate principal amount shall be issued to the designated Purchasing Lender and the old Notes shall be returned by the applicable Administrative Agent to the Borrower marked “cancelled”. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning a transferor Lender and an Assignee a Purchasing Lender (and and, in the case of a Purchasing Lender that is not then a Lender, by the Companyapplicable Administrative Agent, the Issuing LenderFronting Bank, the Swing Line Swingline Lender and the Administrative Agent Borrower to the extent required hereby), under paragraph (c) above) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (which fee the Company except such fees shall have no obligation not be payable with respect to pay assignments by DB and which fee may be waived by the Administrative Agent in its discretionCS), the applicable Administrative Agent shall (i) promptly accept such Assignment and Acceptance and Acceptance, (ii) on the effective date of such transfer determined pursuant thereto, thereto record the information contained therein in the Register and (iii) give notice of such acceptance and recordation to the Lenders and the CompanyBorrower. (f) IfSubject to Section 11.12, pursuant the Borrower authorizes each Lender to this Section 12.6, any interest in this Amended Agreement or any Loan or Letter of Credit is transferred disclose to any Transferee which would be a Foreign Lender upon the effectiveness of such transfer, the assigning Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the assigning Participant or Purchasing Lender (for the benefit of the assigning Lendereach, the Administrative Agent and the Company) that under applicable law and treaties no Taxes will be required to be withheld by the Administrative Agent, the Company or the assigning Lender with respect to any payments to be made to such Transferee in respect of the Loans or L/C Participating Interests, (ii) to furnish to the assigning Lender (and, in the case of any Assignee registered in the Register, the Administrative Agent and the Company) such Internal Revenue Service Forms required to be furnished pursuant to Section 5.23(ea “Transferee”) and any prospective Transferee (h) and (iii) in each case which agrees to agree (for the benefit of the assigning Lender, the Administrative Agent and the Company) to be bound by comply with the provisions of Section 5.23(e11.12 hereof) any and (h)all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan Document or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement. (g) For avoidance of doubt, the parties to this Amended 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 (i) by a Lender of assigning any Loan or Note to any Federal Reserve Bank in accordance with applicable law and (ii) by a law. In the case of any Lender or a Lender Affiliate which that is a fund to its trustee that invests in support bank loans, such Lender may, without the consent of the Borrower or the Administrative Agents, assign or pledge all or any portion of its Notes or any other instrument evidencing its rights as a Lender under this Agreement to any trustee for, or any other representative of, holders of obligations to its trusteeowed or securities issued, by such fund, as security for such obligations or securities; provided that any transfer of Loans foreclosure or Notes upon, similar action by such trustee or in lieu of, enforcement of or the exercise of remedies under any such pledge representative shall be treated as an assignment thereof which shall not be made without compliance with subject to the requirements provisions of this Section 12.611.6 concerning assignments. (h) The Company, 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 (h) above. (i) Each of the Company, 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 (i) 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 forbearance and (ii) the foregoing shall not prohibit or limit the ability of any such Person to file claims against a Conduit Lender in connection with any such proceeding.