Common use of Successors and Assigns Participations Clause in Contracts

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns. Neither Borrower , except that the Company may not assign or transfer any of its rights or obligations hereunder Obligations under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Any Lender may assign may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more assignees banks or other financial institutions (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all or a portion of its interestspurposes under this Agreement, and 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 Agreement (includingAgreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.07, without limitation3.08, all or a portion of 3.09 and 10.07 with respect to its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment participation in the Commitments and in the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it)outstanding from time to time; provided, however, that no Participant shall be entitled to receive any greater amount pursuant to such sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except the transferor Lender may provide in its agreement with the Participant that such Lender will not, without the consent of the Participant, agree to any amendment or waiver described in clause (a) through clause (i) except of Section 10.04. (c) Subject to the last sentence of this paragraph (c) any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender or any domestic banking affiliate thereof, and, with the consent of the Administrative Agent and, provided that no Event of Default then exists, the Company (which consent of the Company shall not be unreasonably withheld or delayed), to one or more additional banks or financial institutions (“Purchasing Lenders”) all or any part of its rights and Obligations under this Agreement and the Notes pursuant to an Assignment and Acceptance Agreement, executed by such Purchasing Lender, such transferor Lender and the Administrative Agent (and, in the case of an assignment Assignment and Acceptance Agreement relating to a Purchasing Lender that is not then a Lender or an a domestic banking affiliate of a Lender or for an assignment thereof, also executed by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheldCompany), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver delivered to the Administrative Agent an Administrative Questionnairefor its acceptance. Upon such execution, delivery, delivery and acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofAcceptance Agreement, (xi) the assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder with Commitments as set forth therein and (yii) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentAssignment and Acceptance Agreement, be released from its obligations under this Agreement arising after such transfer (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender's ’s rights and obligations under this Agreement, such transferor Lender shall cease to be a party heretohereto except as to Sections 3.07, 3.08, 3.09, 10.03 and 10.07 for the period prior to the effective date). Assignments Such Assignment and Acceptance Agreement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Proportions arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under or in accordance with respect of this Agreement and the Notes. On or prior to the effective date specified in such Assignment and Acceptance Agreement, the Company, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Notes, new Notes to the order of such Purchasing Lender in an amount equal to the Commitments assumed by it pursuant to such Assignment and Acceptance Agreement and, if the transferor Lender has retained any Commitment hereunder, a new Note to the order of the transferor Lender in an amount equal to such Commitment retained by it hereunder. Such new Notes shall be in a principal amount equal to the principal amount of such surrendered Notes, shall be dated the effective date specified in the Assignment and Acceptance Agreement and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company marked “cancelled”. Anything in this Section 10.05 to the contrary notwithstanding, (i) no transfer to a Purchasing Lender shall be made pursuant to this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the if such transfer by any one transferor Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: any one Purchasing Lender (i) other than the representation and warranty that it a Purchasing Lender which is the legal and beneficial owner a Lender hereunder prior to such transfer) (x) is in respect of less than $5,000,000 of the interest being assigned thereby free Commitments of such transferor Lender or (y) if less than all of the Commitment of such transferor Lender is transferred, after giving effect to such transfer the amount held by any transferor Lender would be less than $5,000,000 and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such each transfer to a Purchasing Lender assignor makes no representation or warranty and assumes no responsibility shall be made in the same pro-rata portion with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderRevolving Credit Commitment. (d) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 10.01 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 Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register")time. The entries in the Register shall be conclusive, in the absence of manifest error, demonstrable error and the BorrowersCompany, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Agreement 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 Affiliate thereof, by the Company) together with any Note subject payment by the Purchasing Lender to such assignment, the Administrative Agent of a registration and processing fee of [*] if the fee referred Purchasing Lender is not a Lender prior to in Section 9.03(b)the execution of an Assignment and Acceptance Agreement and [*] if the Purchasing Lender is a Lender prior to the execution of an Assignment and Acceptance Agreement, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, shall (i) accept such Assignment and AcceptanceAcceptance Agreement, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Company. (f) The Company authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and 115 110any prospective Transferee any and all financial information in such Lender’s possession concerning the Company, the Guarantors and their respective Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender’s credit evaluation of the Company and its Subsidiaries prior to entering into this Agreement, provided that such Transferee agrees to be bound by Section 10.12 hereof as if such Transferee were a party hereto. (g) Any Lender may at any time pledge or assign or grant a security interest in all or any part of its rights under this Agreement and the other Loan Documents, including any portion of its Notes, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, provided that no such assignment shall release the transferor Lender from its Commitments or its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party to this Agreement. __________________________________ Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been submitted to the Securities and Exchange Commission.

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all All covenants, promises and agreements by or on behalf of the Borrowers Company or the Lenders Banks that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns. Neither Borrower The Company may not assign or transfer any of its rights or obligations hereunder without hereunder. (b) Any of the Banks may assign to or sell participations to one or more banks of all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment, the Advances and the Obligations of the Company owing to it and the Notes); PROVIDED, that the participating banks or other entities shall be entitled to the cost protection provisions contained in Article II and SECTION 12.04 and the Company shall continue to deal solely and directly with the Agent in connection with its rights and obligations under this Agreement and the other Loan Documents. Except with respect to cost protections provided to a participant pursuant to this paragraph and the items listed in SECTION 12.01 hereof, no participant shall be a third party beneficiary of this Agreement nor shall it be entitled to enforce any rights provided to the Banks against the Company under this Agreement. (c) A Bank may assign to any other Bank or Banks or to any Affiliate of a Bank and, with the prior written consent of all the Lenders. Company and the Agent (b) Each Lender which consent shall not be unreasonably withheld), a Bank may assign to one or more assignees other Eligible Assignees all or a portion of its interests, rights rights, and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans and other Obligations of the Company at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment shall be in a minimum principal amount of a Revolving Credit Commitment or any Revolving Credit Exposure not less than $5,000,000.00 all Types of Loans and shall be of a constant, and not a varying, percentage of all the assigning LenderBank's Commitment, rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assignedAgreement, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (ivii) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with substantially in the form of EXHIBIT 12.10(C) hereto, in form and substance satisfactory to the Agent (an "ASSIGNMENT AND ACCEPTANCE") and any Note subject to such assignment and (iii) no assignment shall be effective until receipt by the Agent of a processing and recordation reasonable service fee from the assignee in respect of said assignment equal to $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire2,000.00. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date (unless otherwise agreed to by the assigning Bank, the Eligible Assignee thereunder and the Agent) shall be at least five Business Days after the execution thereof, (x) the assignee Eligible Assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and under the other Loan Documents and (y) the assigning Lender assignor Bank thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Acceptance covering all or of the remaining portion of an assigning LenderBank's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender Bank shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender). (d) The Administrative Agent shall maintain at one of its offices Notwithstanding any other provision herein, any Bank may, in The City of New York a copy of each Assignment and Acceptance delivered connection with any assignment or participation or proposed assignment or participation pursuant to it and a register for this section, disclose to the recordation assignee or participant or proposed assignee or participant, any information relating to the Company furnished to such Bank by or on behalf of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior noticeCompany. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns. Neither Borrower , except that the Company may not assign or transfer any of its rights or obligations hereunder under this Agreement or any other Loan Document without the prior written consent of all the Lenderseach Lender (and any such assignment or transfer without such consent shall be null and void). (b) Each Any Lender may assign may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more assignees banks or other financial institutions (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement, and 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 Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.07, 3.08, 3.10, 3.13 and 3.14 hereof with respect to its participation in the Commitments and in the Loans and Letters of Credit outstanding from time to time; provided, however, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except the transferor Lender may provide in its agreement with the Participant that such Lender will not, without the consent of the Participant, agree to any amendment or waiver described in clause (a) through clause (k) of Section 10.04 hereof. (c) Subject to the last sentence of this paragraph (c) any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender or any domestic banking affiliate thereof, and, with the consent of the Administrative Agent, and, so long as no Default or Event of Default shall have occurred and be continuing, the Company (which in each case shall not be unreasonably withheld, delayed or conditioned), to one or more additional banks or financial institutions (“Purchasing Lenders”) all or a portion any part of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing other Loan Documents pursuant to it an Assignment and Acceptance Agreement, executed by such Purchasing Lender, such transferor Lender and the related participations in Letters of Credit and the Note or Notes held by it); providedAdministrative Agent (and, however, that (i) except in the case of an assignment Assignment and Acceptance Agreement relating to a Purchasing Lender that is not then a Lender or an a domestic banking affiliate of a Lender or for an assignment thereof, also executed by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheldCompany), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver delivered to the Administrative Agent an Administrative Questionnairefor its acceptance. Upon such execution, delivery, delivery and acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofAcceptance Agreement, (xi) the assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder with Commitments as set forth therein and (yii) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentAssignment and Acceptance Agreement, be released from its obligations under this Agreement arising after such transfer (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender's ’s rights and obligations under this Agreement, such transferor Lender shall cease to be a party heretohereto except as to Sections 3.07, 3.08, 3.10 and 10.03 hereof for the period prior to the effective date). Assignments in accordance with Such Assignment and Acceptance Agreement shall be deemed to amend this paragraph are not required Agreement to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one handextent, and Revolving Credit Commitment and Revolving Credit Exposureonly to the extent, on necessary to reflect the other. (c) By executing and delivering an Assignment and Acceptance, the addition of such Purchasing Lender assignor thereunder and the assignee thereunder confirm to resulting adjustment of Commitment Proportions arising from the purchase by such Purchasing Lender of all or a portion of the rights and agree with each other obligations of such transferor Lender under or in respect of this Agreement and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation Notes. On or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect prior to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into effective date specified in such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Acceptance Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make Company, at its own credit analysis expense, shall execute and decision deliver to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, in exchange for the Collateral Agentsurrendered Note, a new Revolving Credit Note to the order of such Purchasing Lender assignor or in an amount equal to each Commitments assumed by it pursuant to such Assignment and Acceptance Agreement and, if the transferor Lender has retained any other Commitment hereunder, a new Revolving Credit Note to the order of the transferor Lender in an amount equal to such Commitment retained by it hereunder. Such new Notes shall be in a principal amount equal to the principal amount of such surrendered Notes, shall be dated the effective date specified in the Assignment and based on such documents Acceptance Agreement and information as it shall deem appropriate at otherwise be in the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or Company marked “cancelled”. Anything in this Section 10.05 to the Collateral Agent by the terms hereof or any other Loan Documentcontrary notwithstanding, together with such powers as are reasonably incidental thereto; and no transfer to a Purchasing Lender shall be made pursuant to this paragraph (viic) if (x) such assignee agrees that it will perform transfer by any one transferor Lender to any one Purchasing Lender (other than a Purchasing Lender which is a Lender hereunder prior to such transfer) is in accordance with their terms respect of less than $10,000,000 of the Commitments of such transferor Lender or (y) if less than all of the obligations which Commitment of such transferor Lender is transferred, after giving effect to such transfer the amount held by the terms of this Agreement are required to any transferor Lender would be performed by it as a Lenderless than $10,000,000. (d) The Administrative Agent Agent, on behalf of the Company, shall maintain at one of its offices address referred to in The City of New York Section 10.01 hereof 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 Revolving Credit Commitments commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register")time. The entries in the Register shall be conclusive, in the absence of manifest error, demonstrable error and the BorrowersCompany, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Agreement 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 Affiliate thereof, by the Company) together with any Note subject payment by the Purchasing Lender to such assignment, the Administrative Agent of a registration and processing fee of $3,500 if the fee referred Purchasing Lender is not a Lender prior to in Section 9.03(b)the execution of an Assignment and Acceptance Agreement and $2,500 if the Purchasing Lender is a Lender prior to the execution of an Assignment and Acceptance Agreement, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, shall (i) accept such Assignment and AcceptanceAcceptance Agreement, (ii) record the information contained therein in the Register, and 115 110(iii) give prompt notice of such acceptance and recordation to the Lenders and the Company. (f) The Company 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 Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender’s credit evaluation of the Company and its Subsidiaries prior to entering into this Agreement. (g) If, pursuant to this Section 10.05, any interest in this Agreement, a participation agreement, or any Note is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor 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 transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the Administrative Agent, the transferor Lender and the Company the documentation required of Lenders under Section 3.10(c) hereof, and (iii) to agree (for the benefit of the Administrative Agent, the transferor Lender and the Company) to provide the Administrative Agent, the transferor Lender and the Company such additional documentation required by Lenders in the future under Section 3.10(c) hereof. (h) Any Lender may at any time pledge or assign or grant a security interest in all or any part of its rights under this Agreement and the other Loan Documents, including any portion of its Notes, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, provided that no such assignment shall release the transferor Lender from its Commitments or its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party to this Agreement.

Successors and Assigns Participations. (a) Whenever in this Agreement any The provisions of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender. The Lender may at any time assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement. The Borrowers agree to execute any amendment and/or any other document that may, in the good faith judgment of the Lender, be necessary to effectuate such an assignment, including an amendment to this Agreement to provide for multiple lenders and an administrative agent to act on behalf of such lenders. The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of the Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall cease to be release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party hereto. Assignments Nothing in accordance with this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph are not required (d) of this Section and, to be made pro rata as between the assigning extent expressly contemplated hereby, the Related Parties of the Lender's Rollover Term Loan) any legal or equitable right, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the otherremedy or claim under or by reason of this Agreement. (cb) By executing and delivering an Assignment and AcceptanceThe Lender may at any time, without the consent of, or notice to, any Borrower, sell participations to any Person in all or a portion of the Lender’s rights and/or obligations under this Agreement; provided that (i) the Lender’s obligations under this Agreement shall remain unchanged, (ii) the Lender assignor thereunder and the assignee thereunder confirm shall remain solely responsible to and agree with each other and the other parties hereto as follows: for the performance of such obligations and (iiii) other than the representation Borrowers shall continue to deal solely and warranty that it is directly with the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty Lender’s rights and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register Borrowers agree that each participant shall be available for inspection by entitled to the Borrowersbenefits of Sections 4.8, 4.9, 4.10 and 4.12 (subject to the Collateral Agentrequirements and limitations therein, including the Issuing Bank or any Lender at any reasonable time and from time requirements of Section 4.12(f) (it being understood that the documentation required under Section 4.12(f) shall be delivered to time upon reasonable prior notice. (ethe Lender)) Upon its receipt of an Assignment and Acceptance executed by an assigning to the same extent as if it were the Lender and an assignee together with any Note subject to had acquired its interest by assignment; provided that such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, participant (i) accept such Assignment agrees to be subject to the provisions of Section 4.13 as if it were an assignee and Acceptance, (ii) record shall not be entitled to receive any greater payment under Sections 4.10 and 4.12, with respect to such participation, than the information contained therein Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Registerparticipant acquired the applicable participation. To the extent permitted by law, and 115 110each participant also shall be entitled to the benefits of Section 11.4 as though it were the Lender; provided that such participant agrees to be subject to Section 5.6 as though it were the Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.3 as though it were the Lender.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrowers, the Lender, all future holders of the Note and their respective successors and assigns. Neither Borrower , except that the Borrowers may not assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all the LendersLender. (b) Each The Lender may assign may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more assignees all banks or other financial institutions ("Participants") participating interests in any Loan owing to the Lender, the Notes held by the Lender, any Commitment of the Lender or any other interest of the Lender hereunder. In the event of any such sale by the Lender of participating interests to a portion of its interestsParticipant, rights and the Lender's obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and to the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations other parties under this Agreement in respect of its Revolving Credit Commitmentshall remain unchanged, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment Lender shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to remain solely responsible for the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution performance thereof, (x) the assignee thereunder Lender shall be a party hereto and, to remain the extent provided in such Assignment and Acceptance, have holder of any the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations Note for all purposes under this Agreement (andAgreement, and the Borrowers shall continue to deal solely and directly with the Lender in connection with the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement. The Borrowers agree that each Participant shall be entitled to the benefits of Section 3.05, such Lender shall cease with respect to be a party hereto. Assignments its participation in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving in the Loans and Letter of Credit Exposureoutstanding from time to time; provided, on however, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the othertransferor 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. (c) By executing The Lender may, in the ordinary course of its commercial banking business and delivering an Assignment and Acceptancein accordance with applicable law, the Lender assignor thereunder and the assignee thereunder confirm at any time sell or assign to and agree with each other and the other parties hereto as follows: one or more additional banks or financial institutions (i"Purchasing Lender") other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document all or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty part of its rights and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together the Notes with copies the prior consent of the most recent 114 109 financial statements referred to in Section 3.05 Borrowers (which consent may not be unreasonably withheld or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent delayed by the terms hereof or any other Loan DocumentBorrowers), together with such powers provided that the Borrowers' consent shall not be required as are reasonably incidental thereto; aforesaid if an Event of Default shall have occurred and (vii) such assignee is continuing. The Borrowers agrees that it will perform shall execute or cause to be executed, such documents, including, without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in accordance connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender and any such Purchasing Lender, the Borrowers shall issue one or more new promissory notes, as applicable, to any such Purchasing Lender and, if the Lender has retained any of its rights and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the Notes and shall reflect the amount of the respective commitments and Loans held by such Purchasing Lender and the Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by the Lender in connection with their terms such assignment, and the payment by the Purchasing Lender of the purchase price agreed to by the Lender and such Purchasing Lender, such Purchasing Lender shall be a party to this Agreement and shall have all of the rights and obligations which by of the terms Lender hereunder (and under any and all other guaranties (including the Guaranty), documents, instruments and agreements executed in connection herewith (including the Security Agreements and the Pledge Agreements) to the extent that such rights and obligations have been assigned to the Lender pursuant to the assignment documentation between the Lender and such Purchasing Lender, and the Lender shall be released from its obligations hereunder and thereunder to a corresponding extent (except as to Sections 3.05 and 9.03 for the period prior to the effective date of this Agreement are required to be performed by it as a Lendersuch assignment). (d) The Administrative Agent Lender shall maintain at one of its offices address referred to in The City of New York Section 9.01 a copy of each Assignment assignment and Acceptance acceptance agreement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders lenders from time to time hereunder and the Revolving Credit Commitments commitments of, and principal amount of the Loans owing to, each Lender such lender from time to time (the "Register")time. The entries in the Register shall be conclusive, in the absence of manifest error, demonstrable error and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Lender and the Lenders such lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of such Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowers or any Lender such lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt The Borrowers authorizes the Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in the Lender's possession concerning the Borrowers and their Affiliates which has been delivered to the Lender by or on behalf of an Assignment the Borrowers pursuant to this Agreement or which has been delivered to the Lender by the Borrowers in connection with the Lender's credit evaluation of the Borrowers and Acceptance executed by an assigning Lender and an assignee together with their Subsidiaries prior to entering into this Agreement. (f) If, pursuant to this Section 9.05, any Note subject interest in this Agreement, a participation agreement, or the Notes are transferred to such assignment, and any Transferee which is organized under the fee referred to in Section 9.03(b)laws of any jurisdiction other than the United States or any State thereof, the Administrative Agent shalltransferor lender shall cause such Transferee, if concurrently with the effectiveness of such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) abovetransfer, (i) accept to represent to the transferor lender (for the benefit of the transferor lender, the Lender and the Borrowers) that under applicable law and treaties no taxes will be required to be withheld by the Lender, the Borrowers, or the transferor lender with respect to any payments to be made to such Assignment and AcceptanceTransferee in respect of the Loans, (ii) record to furnish to the information contained therein Lender, the transferor lender and the Borrowers either U.S. Internal Revenue Service Form W-8EC1 or U.S. Internal Revenue Service Form W-8BEN (wherein such Transferee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the Lender, the transferor lender and the Borrowers) to provide the Lender, the transferor lender and the Borrowers a new Form W-8EC1 or Form W-8BEN upon the expiration or obsolescence of any previously delivered form and comparable statements in the Registeraccordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Transferee, and 115 110to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (g) The Lender may at any time pledge or assign or grant a security interest in all or any part of its rights under this Agreement and the other Loan Documents, including any portion of its Notes, to any of the Federal Reserve Lenders organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, provided that no such assignment shall release the transferor Lender from its Commitment or its obligations hereunder or substitute any such pledgee or assignee for the Lender as a party to this Agreement.

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; , and all covenants, promises promises, agreements, representations and agreements warranties by or on behalf of the Borrowers Company, the Agents or the Lenders Banks that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Borrower Except for any assignment or transfer by the Company of its rights and obligations under this Agreement to a Successor Company in accordance with Section 6.14, the Company may not assign or transfer any of its rights or obligations hereunder without the prior written consent of all of the LendersBanks. (b) Each Lender Bank may assign without the consent of the Company sell participations to one or more assignees banks or other entities in all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the any Note or Notes held by it); provided, however, that (i) except such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of its Loans and Notes (if any) for all purposes of this Agreement, (iv) the participating banks or other entities shall be entitled to the cost protection provisions contained in Article II and Section 9.4, but only to the extent that such protection would have been available to such Bank, calculated as if no such participations had been sold, and the indemnity protection provisions contained in Section 9.5, (v) the Company, the Agents, and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement, and (vi) such Bank shall not sell a participation that conveys to the participant the right to vote or give or withhold consents under this Agreement or any other Loan Papers, other than the right to vote upon or consent to (y) amendments, modifications, or waivers with respect to any fees payable hereunder (including the dates fixed for the payment of any such fees) or the amount of principal or the rate of interest payable on, or the dates fixed for any payment of principal of or interest on, the Loans and (z) any extension of the Termination Date. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the case Loans or other obligations under this Agreement (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of an assignment the Participant Register to any Person except to the extent that such disclosure is necessary to establish that a Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (c) Each Bank may assign to one or more Persons (other than a natural person, a Defaulting Bank or the Company or any of its Affiliates), all or a portion of its interests, rights, and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the same portion of the Committed Loans at the time owing to it); provided, however, that (i) such assignment, if not to a Lender Bank or an affiliate Eligible Affiliate Assignee of a Lender or for an assignment by a Lender to a Federal Reserve the assigning Bank, shall be consented to by the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance Company (which consents consent shall not be unreasonably withheldwithheld or delayed and shall not be required after the occurrence or during the continuance of a Default or Event of Default), the Paying Agent and each Issuing Bank (which consent shall not be unreasonably withheld or delayed), (ii) each Bank’s Commitment (including Loans owing to it and its pro rata share of the L/C Obligations) to be assigned shall not be less than $5,000,000 minus reductions pursuant to Section 2.5(a) unless (x) otherwise agreed by the Company and the Paying Agent, (y) in the case of the assigning Bank, such amount is reduced to zero pursuant to such assignment of or (z) the assignment is to a Revolving Credit Commitment or any Revolving Credit Exposure Bank, (iii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's Bank’s rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender)Agreement, (iv) the assignee thereof shall deliver to the Company and the Paying Agent any Internal Revenue Service forms required by Section 2.18, and (v) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Paying Agent, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and AcceptanceAssumption substantially in the form of Exhibit E hereto (an “Assignment and Assumption”), together with a properly completed Administrative Questionnaire, any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it or such lesser amount as shall not be a Lender, shall deliver acceptable to the Administrative Agent an Administrative QuestionnairePaying Agent); provided, however, no such fee shall be required in the case of any assignment requested by the Company pursuant to Article II of this Agreement. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five Business Days after the execution thereofthereof (unless a shorter period shall be agreed to by the Company, the Paying Agent, and the assignor Bank), (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender Bank hereunder and under the other Loan Papers and (y) the assigning Lender assignor Bank thereunder shall, to the extent provided in such assignmentAssignment and Assumption, be released from its obligations under this Agreement and the other Loan Papers (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an assigning Lender's Bank’s rights and obligations under this AgreementAgreement and the other Loan Papers, such Lender Bank shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, hereto and Revolving Credit Commitment and Revolving Credit Exposure, on the otherthereto). (cd) By executing and delivering an Assignment and AcceptanceAssumption, the Lender Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation representations and warranty warranties that (x) it is the legal and beneficial owner of the interest being assigned thereby, (y) the interest being assigned thereby is free and clear of any lien, encumbrance or other adverse claimclaim and (z) it has full power and authority, and has taken all action necessary, to execute and deliver such Assignment and Assumption and to consummate the transactions contemplated thereby, such Lender Bank assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties warranties, or representations made in or in connection with this Agreement or any other Loan Paper or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement, any other Loan Document Paper or any other instrument or document furnished pursuant hereto; (ii) such Lender Bank assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Company or the performance or observance by the Loan Parties of any of their its respective obligations under this Agreement Agreement, any other Loan Paper or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, Agreement together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 information and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AcceptanceAssumption; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral AgentAgents, such Lender assignor Bank assignor, or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (viv) such assignee appoints and authorizes the Administrative Paying Agent and the Collateral Agent, respectively, to take such action as agent on its behalf of such assignee and to exercise such powers under this Agreement and the other Loan Papers as are delegated to the Administrative Agent or the Collateral each such Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank. (de) The Administrative Paying Agent shall maintain at one of its offices in The City of New York office a copy of each Assignment and Acceptance Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders Banks and the Revolving Credit Commitments Commitment of, and principal amount of the Loans and L/C Obligations owing to, each Lender Bank from time to time (the "“Register"”). The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowersCompany, the Administrative AgentAgents, the Collateral Agent, the Issuing Bank and the Lenders Banks may treat each person Person whose name is recorded in the Register as a Lender Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the BorrowersCompany, the Collateral Agent, the Issuing any Bank or any Lender the Paying Agent at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance Assumption executed by an assigning Lender Bank and an assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Paying Agent shall, if such Assignment and Acceptance Assumption has been completed and is substantially in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveE hereto, (i) accept such Assignment and AcceptanceAssumption, (ii) record the information contained therein in the Register, and 115 110(iii) give prompt notice thereof to the Banks, the Paying Agent and the Company. Within five Business Days after receipt of such notice, the Company, at its own expense, shall execute and deliver to the Paying Agent in exchange for the surrendered Note or Notes, if any, (x) a new Note or Notes to the order of such assignee in an amount equal to its portion of the Commitment assumed by it pursuant to such Assignment and Assumption and (y) if the assigning Bank has retained any Commitment hereunder, new Notes to the order of the assigning Bank in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes. Such new Notes shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of Exhibit D-1 or D-2 as applicable, hereto. Cancelled Notes shall be returned to the Company. (g) Notwithstanding any other provision herein, any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.11 (or in connection with any swap, derivative, securitization or credit insurance relating to the Company and its obligations), disclose to the assignee or participant or proposed assignee or participant (or to any direct, indirect, actual or prospective counterparty (and its advisor) to any such swap, derivative or securitization) any information relating to the Company and its Subsidiaries furnished to such Bank by or on behalf of the Company; provided, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant (or any such counterparty (and its advisor)) shall agree for the benefit of the Company to preserve the confidentiality of any confidential information relating to the Company received from such Bank. (h) Notwithstanding any other provision set forth in this Agreement, any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 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 Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.

Successors and Assigns Participations. (a1) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of each Borrower, the Lenders, the Agent, all future holders of the Notes, and their respective successors and assigns. Neither , except that no Borrower may assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all each Lender, and any such attempted assignment or transfer by any Borrower except in strict compliance with the Lendersprovisions hereof shall be null and void, and of no force or effect. (b2) Each Lender may assign to one or more assignees Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in respect of its Revolving Credit no event be less than $5,000,000 (the "Minimum Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned"), (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or Commitment that is retained by the entire amount assigning Lender (determined as of the Revolving Credit Loans, participations date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in Letters of Credit and Revolving Credit Commitment of no event be less than the assigning Lender)Minimum Commitment, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Register (as hereinafter defined) an Assignment and AcceptanceTransfer, together with any Note or Notes subject to such assignment and a processing and recordation fee such assignee's commitment percentage of $3,500 and the Agent's syndication expenses, (v) such assignment shall not, without the assigneeconsent of the Borrowers, if it require a Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in Section 13.2 hereof shall not be a Lender, shall deliver true with respect to any such proposed assignee and (vii) such Lender provides notice to the Administrative Agent an Administrative QuestionnaireBorrowers of the identity of the Eligible Assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceTransfer, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceTransfer, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, Agreement. Notwithstanding anything to the contrary in the case of an Assignment and Acceptance covering all this Section 13.1(b) or the remaining portion of an assigning Lender's rights and obligations under elsewhere in this Agreement, such The CIT Group/Business Credit, Inc. ("CITBC") agrees that, except after the occurrence of an Event of Default, the principal amount of the Commitment of CITBC during the term hereof shall in no event be less than the highest Commitment of any other Lender shall cease party to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the otherAgreement. (c3) By executing and delivering an Assignment and AcceptanceTransfer, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties any Borrower or the performance or observance by the Loan Parties any Borrower of any of their its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred refereed to in Section 3.05 or delivered under Section 5.05 6.1(m) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AcceptanceTransfer; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d4) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance Transfer delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment Percentage of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowerseach Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e5) Upon its receipt of an Assignment and Acceptance Transfer executed by an assigning Lender and an assignee Eligible Assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance Transfer has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveJ, (i) accept such Assignment and AcceptanceTransfer, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and 115 110each Borrower, and (iv) promptly deliver a copy of such Assignment and Transfer to each Borrower. Within five

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers Company or the Lenders Banks that are contained in this Agreement shall bind and inure to the benefit of their respective successors and permitted assigns. Neither Borrower The Company may not assign or transfer any of its rights or obligations hereunder without the prior written consent of all the LendersBanks, except that the Company may assign its rights and obligations hereunder to the surviving corporation in a transaction permitted under Section 6.03(b)(ii) without the prior written consent of all the Banks. (b) Each Lender Bank may assign without the consent of the Company sell participations to one or more assignees banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the same portion of the Standby Loans owing to it and the Standby Note held by it); provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions contained in Section 2.13 and Section 2.15 and (iv) the Company, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; provided, however, that each Bank shall retain the sole right and responsibility to enforce the obligations of the Company relating to the Loans, including the right to approve any amendment, modification or waiver of any provision of this Agreement other than amendments, modifications or waivers with respect to any fees payable hereunder or the amount of principal or the rate of interest payable on, or the dates fixed for any payment of principal of or interest on, the Loans. (c) Each Bank may without the consent of the Company assign to an Affiliate of such Bank or with the consent of the Company assign to another Bank or one or more additional banks or financial institutions (each, an "Eligible Assignee"), all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it)Agreement; provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment (except an assignment relating only to one or any Revolving Credit Exposure more outstanding Competitive Loans) shall be of a constant, and not a varying, percentage of all the assigning LenderBank's rights and obligations under this Agreement Agreement, other than its rights in respect of its Revolving Credit Commitmentoutstanding Competitive Loans which may, Revolving Credit Loans and participations but need not, be included in Letters of Credit to be assignedsuch assignment, (iiiii) in the case of a partial assignment, each unless otherwise agreed to by the Company, the amount of the Commitment of the assigning Bank after giving effect to such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be in a minimum principal amount of $10,000,000 and an integral multiple of $1,000,000, (iii) unless otherwise agreed to by the Company, the amount which is not less than of the Commitment assigned to the assignee Bank shall be in a minimum principal amount of $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) 10,000,000 and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance in the form of Exhibit F, together with any Note subject to such assignment and the assigning Bank shall deliver a processing and recordation fee of $3,500 2,500 to the Agent in connection therewith; provided, further, that if the Company has reduced the Total Commitment pursuant to Section 2.06, the minimum principal amount described in each of clause (ii) and (viii) above shall also be reduced to an amount equal to 3-1/3% of the assigneeTotal Commitment at the time of any such assignment, if it shall not be a Lender, shall deliver rounded to the Administrative Agent an Administrative Questionnairenearest integral multiple of $1,000,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofthereof (unless otherwise agreed to by the Agent, the assignor Bank and the assignee Bank), (x) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and (y) the assigning Lender assignor Bank thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning LenderBank's rights and obligations under this Agreement, such Lender assigning Bank shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other). (cd) By executing and delivering an Assignment and Acceptance, the Lender Bank assignor thereunder and the assignee thereunder Eligible Assignee confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender Bank assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender Bank assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Company or the performance or observance by the Loan Parties of any of their its obligations under this Agreement or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee Eligible Assignee confirms that it has received a copy of this Agreement, Agreement together with copies of the most recent 114 109 financial statements referred delivered pursuant to in Section 3.05 or delivered under Section 5.05 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee Eligible Assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender Bank assignor or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (viv) such assignee Eligible Assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent the Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank and (vii) such Eligible Assignee confirms that it is an Eligible Assignee as defined above. (de) The Administrative Agent shall maintain at one of its offices in The City of New York City a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders Banks and the Revolving Credit Commitments Commitment of, and principal amount of the Loans owing to, each Lender Bank from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowersCompany, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders Banks may treat each person whose name is recorded in the Register as a Lender Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Company or any Lender Bank at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender Bank and an assignee together with any Note subject Eligible Assignee, the written consent of the Company to such assignment, assignment (if required hereby) and the fee referred to in Section 9.03(b)paragraph (c) above, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is precisely in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveF hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Banks and the Company. If such Eligible Assignee is not a Bank that already has Notes, then within five Business Days after receipt of such notice, the Company, at its own expense, shall execute and 115 110deliver to the Agent a new Competitive Note to the order of such Eligible Assignee in an amount equal to the aggregate outstanding principal amount of all Competitive Loans made by such Eligible Assignee to the Company and a new Standby Note to the order of such Eligible Assignee in an amount equal to the aggregate outstanding principal amount of all Standby Loans made by such Eligible Assignee to the Company. Such new Competitive Note and Standby Note shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit D-1 or D-2, as applicable, hereto. If the assigning Bank has not retained any Commitment hereunder, the assigning Bank shall cancel its Standby Note and return it to the Company. (g) Subject to Section 9.11 hereof, any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Company or the Subsidiaries furnished to such Bank by or on behalf of the Company; provided, however, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Company or the Subsidiaries received from such Bank. (h) Nothing herein shall prohibit any Bank from pledging or assigning any Note to any Federal Reserve Bank in accordance with applicable law.

Successors and Assigns Participations. (a) Whenever in this Agreement any The provisions of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind be binding upon and inure to the benefit of their the respective successors successors, assigns, heirs, beneficiaries and assigns. Neither representatives of Borrower and ORIX; provided, however, that Borrower may not assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all ORIX, and any prohibited assignment shall be void. No consent by ORIX to any assignment shall release Borrower from its liability for the Lenders. Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (bi) Each Lender may assign ORIX has the right, to one sell, transfer, or more assignees all assign, in whole or a portion of its interestsin part, rights any interest in, the Loan, and obligations ORIX’s rights, and benefits under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it other Loan Documents, and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment ORIX may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. sell participating interests in the Loan to other Persons (eeach such purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) Upon its receipt with respect to the portion of an Assignment and Acceptance executed such Loan held by an assigning Lender and an assignee together with it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Borrower hereby grants to any Note subject Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes ORIX to such assignmentdisclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the fee referred to Loan any and all financial information in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance ORIX’s possession concerning Borrower which has been completed and is delivered to ORIX by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the form confidentiality provisions of Exhibit B hereto andSection 8.2 herein with respect to the same, if required, to the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110extent applicable.

Successors and Assigns Participations. (a) Whenever in this This Agreement any shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto is referred to, such reference shall be deemed to include and the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assignsLenders. Neither Borrower may assign or transfer any of its No Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all the Lenders. (b) Each Lender may assign Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been delivered to one or more assignees all or a portion of its interests, rights Administrative Agent and obligations under this Agreement (including, without limitationrecorded in the Register. Prior to such recordation, all amounts owed with respect to the applicable Commitment or a portion of its Rollover Term Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or all or a portion consent of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans Person who, at the time owing of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (c) Each Lender shall have the right at any time to it sell, assign or transfer any Commitment, any Loan or any other Obligation: (i) to any Person meeting the criteria of clause (i) of the definition of the term of "ELIGIBLE ASSIGNEE" upon the giving of notice to Borrower and Administrative Agent; and (ii) to any Person meeting the related participations in Letters criteria of Credit clause (ii) of the definition of the term of "Eligible Assignee" upon the consent of each of Borrower and the Note Administrative Agent (neither of which shall be unreasonably withheld or Notes held by itdelayed or shall be required at any time an Event of Default shall have occurred and then be continuing); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under pursuant to this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iiiSection 10.6(c)(ii) in the case of a partial assignment, each such assignment shall be in an aggregate amount which is of not less than $5,000,000 and after giving effect thereto the assigning Lender must have Commitments and Loans aggregating at least $5,000,000 (unless NWS or such lesser amount as may be agreed 98 105 to by Borrower and Administrative Agent or as shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to constitute the entire aggregate amount of the Rollover Term Loan or the entire amount of the Revolving Credit LoansCommitments, participations in Letters of Credit Loans and Revolving Credit Commitment other Obligations of the assigning Lender), . (ivd) The assigning Lender and the parties to each such assignment 113 108 assignee thereof shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and AcceptanceAgreement, together with any Note subject to such assignment and (i) a processing and recordation fee of $3,500 and (v) the assignee, if it which shall not be a due in the case of assignments to an Affiliate of the assigning Lender, and which shall be $750 in the case of assignments by GSCP), and (ii) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to the Administrative Agent and Borrower pursuant to Section 2.18(c). (e) Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Borrower and shall maintain a copy of such Assignment Agreement. (f) Each Lender, upon execution and delivery hereof or upon executing and delivering an Administrative Questionnaire. Upon Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such executionas the Commitments or Loans, deliveryas the case may be; and (iii) it will make or invest in, acceptance as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and recordingwithout a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, from subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control). (g) Subject to the terms and after conditions of this Section 10.6, as of the effective date "Effective Date" specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, Agreement: (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender "Lender" hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a "Lender" for all purposes hereof; (yii) the assigning Lender thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned thereby pursuant to such assignmentAssignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementhereunder, such Lender shall cease to be a party hereto. Assignments in accordance ); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee 99 106 and/or to such assigning Lender, with this paragraph are not required appropriate insertions, to be made pro rata as between reflect the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (ch) By executing and delivering Each Lender shall have the right at any time to sell one or more participations to any Person in all or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Assignment and Acceptance, Affiliate of the Lender assignor thereunder and the assignee thereunder confirm granting such participation, shall not be entitled to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, require such Lender assignor makes no representation to take or warranty and assumes no responsibility omit to take any action hereunder except with respect to any statements, warranties amendment modification or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to waiver described in Section 3.05 10.5(b) or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 11010.5

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees other Eligible Assignees or, during the existence and continuance of an Event of Default, to any Person (each, an "Assignee"), all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and Commitment, the same portion of the related Revolving Credit outstanding Loans at the time owing to made by it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) any such assignment (other than an assignment by a Lender to an Affiliate of such Lender) shall not be made without the prior written consent of the Administrative Agent and, if a Default or Event of Default has not occurred and is not continuing, the Co-Borrowers (to be evidenced by their counter execution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, (ii) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to an Affiliate of such Lender or during the existence and continuance of a Federal Reserve BankDefault or Event of Default, the Administrative Agent and NWS must give their prior written consent by countersigning amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) with respect to each such assignment) shall in no event be less than the lesser of (A) the entire Commitment of such Lender immediately prior to such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant(B) $5,000,000, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall will execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance (an "Assignment and Acceptance") in the form of Exhibit E attached hereto, together with any Note or Notes subject to such assignment assignment, and the Assignee will pay a non-refundable processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver 3000 to the Administrative Agent an Administrative Questionnairefor its own account. Upon such execution, delivery, acceptance and recordingrecording of the Assignment and Acceptance, from and after the effective date specified in each Assignment and Acceptancetherein, which effective date shall be at least five Business Days after the execution thereofthereof (unless the Administrative Agent shall otherwise agree), (xA) the assignee Assignee thereunder shall be a party hereto and, to the extent provided in that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender hereunder with respect thereto and (yB) the assigning Lender thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned by it pursuant to such assignmentAssignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement Agreement, other than obligations arising prior to the effective date of such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Assignments in accordance with The terms and provisions of each Assignment and Acceptance shall, upon the effectiveness thereof, be incorporated into and made a part of this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one handAgreement, and Revolving Credit Commitment the covenants, agreements and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the obligations of each Lender assignor thereunder and the assignee thereunder confirm set forth therein shall be deemed made to and agree with each other for the benefit of the Administrative Agent and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate if set forth at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lenderlength herein. (db) The Administrative Agent shall will maintain at one of its offices in The City of New York address for notices referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusiveconclusive and binding for all purposes, in the absence of absent manifest error, and the Co-Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Co-Borrowers and each Lender at any reasonable time and from time to time upon reasonable prior notice. (ec) Upon its receipt of an a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee Assignee and counter executed by the Co-Borrowers (if required), together with any Note or Notes subject to such assignment, assignment and the processing fee referred to in Section 9.03(b)subsection (a) above, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, will (i) accept such Assignment and Acceptance, (ii) on the effective date thereof, record the information contained therein in the RegisterRegister and (iii) give notice thereof to the Co-Borrowers and the Lenders. Within five (5) Business Days after its receipt of such notice, the Co-Borrowers, at their own expense, will execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Assignee in an aggregate principal amount equal to the principal amount of the Commitment (or, if the Commitments have been terminated, the principal amount of the Loans) assumed by it pursuant to such Assignment and Acceptance and, to the extent the assigning Lender has retained its Loans and/or Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an aggregate principal amount equal to the principal amount of the Commitment (or, if the Commitments have been terminated, the principal amount of the Loans) retained by it hereunder. Such new Note or Notes shall be dated the date of the replaced Note or Notes and shall otherwise be in substantially the forms of the Notes attached hereto. The Administrative Agent will return canceled Notes to the Co-Borrowers. (d) Each Lender may, without the consent of the Co-Borrowers, the Administrative Agent or any other Lender, sell to one or more other Persons (each, a "Participant") participations in any portion comprising less than all of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged and such Lender shall remain solely responsible for the performance of such obligations, (ii) any such participation shall not exceed fifty percent (50%) of such Lender's post assignment Commitment, (iii) the Co-Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and 115 110no Lender shall permit any Participant to have any voting rights or any right to control the vote of such Lender with respect to any amendment, modification, waiver, consent or other action hereunder or under any other Loan Document (except as to actions that would (w) reduce or forgive the principal amount of, or rate of interest on, any Loan, or reduce or forgive any fees or other Obligations, (x) extend any date (including without limitation, the Revolver Facility Termination Date) fixed for the payment of any principal of or interest on any Loan, any fees or any other Obligations, or (y) increase any Commitment of any Lender), and (iv) no Participant shall have any rights under this Agreement or any of the other Loan Documents, each Participant's rights against the granting Lender in respect of any participation to be those set forth in the participation agreement, and all amounts payable by the Co-Borrowers hereunder shall be determined as if such Lender had not granted such participation. (e) Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, however, that no such pledge or assignment shall release a Lender from any of its obligations hereunder.

Successors and Assigns Participations. (a) Whenever This Agreement, the other Loan Documents, and all security interests or Liens created hereby or pursuant to any other Loan Documents shall be binding upon Borrower, the estate of Borrower, and any trustee or successor in this Agreement interest of Borrower in the Chapter 11 Case or any subsequent case commenced under Chapter 7 of the parties hereto is referred toBankruptcy Code, such reference and shall not be subject to Section 365 of the Bankruptcy Code. This Agreement and the other Loan Documents shall be deemed to include the successors and assigns of such party; and all covenantsbinding upon, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of of, the Agent, each Lender and Issuing Bank, and their respective successors successors, assigns, transferees and assignsendorsees. Neither The security interests and Liens created in this Agreement and the other Loan Documents shall remain valid and perfected in the event of the substantive consolidation or conversion of the Chapter 11 Case or any other bankruptcy case of Borrower to a case under Chapter 7 of the Bankruptcy Code or in the event of dismissal of the Chapter 11 Case or the release of any Collateral from the property of Borrower or jurisdiction of the Court for any reason, without the necessity that the Agent file financing statements or otherwise perfect the security interests or Liens of the Agent, Lenders and Issuing Banks under applicable law. No Obligor may assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Lender may may, with the consent of the Borrowers' Agent (which shall not be unreasonably withheld, and which shall not be necessary if an Event of Default exists) and the Agent's consent, assign to one or more assignees Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in respect of its Revolving Credit no event be less than the Minimum Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or Commitment that is retained by the entire amount assigning Lender (determined as of the Revolving Credit Loans, participations date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in Letters of Credit and Revolving Credit Commitment of no event be less than the assigning Lender)Minimum Commitment, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Register (as hereinafter defined) an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 and assignment, (v) such assignment shall not, without the consent of the Borrowers' Agent, require any Obligor to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in SECTION 13.2 hereof shall be true with respect to any such proposed assignee, if it shall not be a Lender, and (vii) the parties to such assignment shall deliver to the Administrative Agent an Administrative Questionnairea processing fee of $5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 hereunder, and (y) the assigning Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Obligors (or any of them) or the performance or observance by the Loan Parties Obligors (or any of them) of any of their obligations under this Agreement or any other instrument or document furnished pursuant heretoLoan Document; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 SECTION 6.1(N) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment Percentage of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowersObligors, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Obligors or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee Eligible Assignee together with any Note or Notes subject to such assignment, the fee described in CLAUSE (VII) of SECTION 13.1(B), and the fee referred written consent of the Agent to in Section 9.03(b)such assignment and, if applicable, the Administrative written consent of the Borrowers' Agent, the Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveEXHIBIT A, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and 115 110the Borrowers' Agent, and (iv) promptly deliver a copy of such Assignment and Acceptance to the Borrowers' Agent. Within five Business Days after receipt of notice, the Borrowers shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Eligible Assignee in amounts equal to the Commitment Percentage assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the assignor Lender. Each surrendered Note or Notes shall be cancelled and returned to the Borrowers' Agent. (f) Each Lender may, without the consent of the Obligors, sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its commitments hereunder and the Loans owing to it and the Notes held by it); PROVIDED, HOWEVER, that (i) each such participation shall be in an amount not less than the Minimum Commitment, (ii) such Lender's obligations under this Agreement (including its commitments hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of the Notes held by it for all purposes of this Agreement, (v) the Obligors, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; PROVIDED, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral securing the Loans (other than Collateral disposed of pursuant to SECTION 8.7 hereof or otherwise in accordance with the terms of this Agreement or the Security Documents), and (vi) any such disposition shall not, without the consent of the Borrowers' Agent, require any Obligor to file a registration statement with the Securities and Exchange Commission to apply to qualify the Loans or the Notes under the blue sky law of any state. Any Lender selling a participation to any bank or other entity that is not an Affiliate of such Lender shall give prompt notice thereof to the Borrowers' Agent. (g) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this SECTION 13.1, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to the Obligors and their Subsidiaries furnished to such Lender by or on behalf of the Obligors; PROVIDED that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Obligors or such Lender (which in the case of an agreement with only such Lender, the Obligors shall be recognized as a third party beneficiary thereof) to preserve the confidentiality of any confidential information relating to the Obligors and their Subsidiaries received from such Lender. (h) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder.

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; party (provided, that no Borrower shall have the right to assign its rights or obligations hereunder or any interest therein without the prior written consent of all the Lenders), and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that which are contained in this Agreement shall bind and inure to the benefit of their respective the successors and assigns. Neither Borrower may assign or transfer any assigns of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of Commitment, its Revolving Credit Swingline Commitment (if any) and the same portion of the related Revolving Credit Loans Advances at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, provided that (i) except the U.S. Borrowers and the Funding Agent must give their prior consent (which consent, in the case of the Funding Agent, shall not be unreasonably withheld and in the case of the U.S. Borrowers shall be in writing), except that if an assignment to a Lender or assignee is an affiliate of a Lender or for an assignment by Lender, was a Lender immediately prior to such assignment, or is a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written no such consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld)required, (ii) unless the U.S. Borrowers otherwise agree, each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement and its Notes, excluding, however, the Lender's rights and obligations with respect to its Swingline Commitment (if any) and any outstanding Competitive Advances or Swingline Advances made by it and its Competitive Notes (which outstanding Competitive Advances and Competitive Notes may, but need not, be assigned in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assignedconnection with such assignment), (iii) in unless the case U.S. Borrowers otherwise agree, the amount of a partial assignment, the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Funding Agent) shall be in an a minimum principal amount which is not less than of $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) 20,000,000 and is an integral multiple of $1,000,000 5,000,000, (providediv) unless the U.S. Borrowers otherwise agree, howeverif any Commitment is to be retained, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the retained by such assigning Lender)Lender shall be not less than $10,000,000, (ivv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, Funding Agent for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 2,000 and (vvi) the assignee, if it assignee under each such assignment shall not be a Lender, shall execute and deliver to the Administrative Funding Agent an Administrative Questionnairea completed administrative questionnaire in the form provided by the Funding Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least not earlier than five Business Days after the execution thereofdate of acceptance and recording by the Funding Agent (unless the Funding Agent shall have agreed to a lesser number of Business Days), (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 (and, if relevant, a Swingline Bank) hereunder and (y) the assigning Lender thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an any assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other). (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Borrowers or the performance or observance by the Loan Parties Borrowers of any of their obligations under this Agreement or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred delivered pursuant to in Section 3.05 4.01(e) or delivered under Section 5.05 5.01(g) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agentany Arranger, the Collateral any Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (viv) such assignee appoints and authorizes the Administrative Funding Agent and the Collateral Agent, respectively, to take such action as agent the Funding Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Funding Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Funding Agent shall maintain at one of its offices in The City of New York address at which notices are to be given to it pursuant to Section 10.02 a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment (and Swingline Commitment, if any) of, and principal amount of the Loans Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Funding Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, assignment and evidence of the fee referred to in Section 9.03(bBorrowers' prior written consent (if required), the Administrative Funding Agent shall, if it consents to such assignment and if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveG hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Borrowers. Within five Business Days after receipt of the notice, the Borrowers, at their own expense, shall execute and 115 110deliver to the Funding Agent, in exchange for the surrendered Notes, new Notes to the order of such assignee, and, if the assigning Lender has retained any Commitment hereunder, replacement Notes to the order of the assigning Lender. Such new Notes shall be dated as of the date of the original Notes and shall otherwise be in substantially the form of Exhibits A-1 and A-2 hereto. (f) Each Lender may without the consent of the Borrowers or the Funding Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it and the Notes held by it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to (A) the cost protection provisions contained in Sections 2.11, 2.13, 2.14(c), 2.16, 2.20 and 10.05(b) and the right of set-off and other rights contained in Sections 10.06 and 10.07 and (B) receive the financial statements referred to in Section 5.01(g) and all other documents and information furnished to the Lenders by or on behalf of the Borrowers, (iv) such Lender shall retain the sole right to approve, without the consent of any participant, any amendment, modification or waiver of any provision of this Agreement other than amendments, modifications or waivers with respect to a decrease in the amount of principal of or a decrease in the rate of interest payable on the Advances, or an extension of the date fixed for any payment of principal of or interest on the Advances, a decrease in the facility fee or increases in the Commitments and (v) the Borrowers, the Funding Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. (g) The Borrowers consent that any Lender may at any time and from time to time pledge or otherwise grant a security interest in any Advance or in any Note evidencing Advances to any Federal Reserve Bank.

Successors and Assigns Participations. (a) Whenever in this Agreement any The provisions of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither , except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of delegate any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, Agreement. Any of the Lenders may sell participations in the case of an Assignment its Notes and Acceptance covering all or the remaining portion of an assigning Lender's its rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than Transaction Documents and in the representation and warranty that it is Collateral in whole or in part to any commercial bank organized under the legal and beneficial owner laws of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document United States or any other instrument or document furnished state thereof without the prior consent of Borrower so long as each agreement pursuant hereto; (ii) to which any such Lender assignor makes participation is granted provides that no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of such participant shall have any of their obligations rights under this Agreement or any other instrument Transaction Document (the participants' rights against the Lender granting its participation to be those set forth in the Participation Agreement between the participant and such Lender), and such selling Lender shall retain the sole right to approve or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy disapprove any amendment, modification or waiver of any provision of this Agreement, together with copies Agreement or any of the most recent 114 109 financial statements referred other Transaction Documents. Each such participant shall be entitled to the benefits of the yield protection provisions hereof to the extent any Lender would have been so entitled had not such participation been sold or assignment made. (b) Any Lender which, in accordance with Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make 10.11(a), grants a participation in any of its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action rights under this Agreement; (vi) such assignee appoints and authorizes Agreement or its Notes shall give prompt notice describing the Administrative details thereof to the Agent and the Collateral AgentBorrower. (c) Unless otherwise agreed to by Borrower in writing, respectivelyno Lender shall, to take such action as agent on between Borrower and that Lender, be relieved of any of its behalf and to exercise such powers obligations under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof a result of such Lender's granting of a participation in all or any other Loan Document, together with part of such powers as are reasonably incidental thereto; and (vii) Lender's Notes or all or any part of such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of 's rights under this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of each Credit Party, Agent, each Lender, all future holders of the Obligations and their respective successors and permitted assigns. Neither Borrower , except that Credit Parties may not assign or transfer any of its their rights or obligations hereunder under this Agreement without the prior written consent of all the LendersAgent and each Lender. (b) Each Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Advances (other than Swing Loans) to other financial institutions (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off to the extent permitted by Applicable Law) with respect to the portion of such Advances (other than Swing Loans) held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof, and each Participant shall have the benefits of Section 3.10 hereof (subject to the rights and limitations therein, provided that any forms required to be provided by any Participant pursuant to Section 3.10 shall be provided to the participating Lender) provided that Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder, unless the sale of the participation is made with the Borrowers’ prior written consent (not to be unreasonably withheld or delayed) and in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. Each Participant shall have the benefits of Section 3.10 hereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys or other property actually or constructively held by such Participant as security for the Participant’s interest in the Advances. No Lenders shall transfer, grant or sell any participation under which the participant shall have the right to approve any amendment or waiver of this Agreement except to the extent such amendment or waiver would require the approval of all Lenders pursuant to Section 16.2(b). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances or other obligations under this Agreement and the Other Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement or any Other Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register (c) Any Lender may assign all or any part of its rights and obligations under or relating to Revolving Advances (other than Swing Loans) under this Agreement and the Other Documents to one or more assignees all additional banks or financial institutions (each such assignee, a portion “Purchasing Lender”), in minimum amounts of its interestsnot less than $5,000,000, rights pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and obligations under this Agreement Agent and delivered to Agent for recording; provided that any such assignment will require the consents of Agent and Borrowing Agent (includingnot to be unreasonably withheld or delayed), without limitation, all or a portion except that no consent of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of Borrowing Agent shall be required for an assignment during an Event of Default or to a Lender or an affiliate Affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofdetermined pursuant to such Commitment 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 thereunder with a Commitment Percentage as set forth therein, and (yii) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentCommitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Each Borrower hereby consents to the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the foregoing. (d) Any Lender, with the consent of Agent which shall not be unreasonably withheld or delayed, may directly or indirectly sell, assign or transfer all or any portion of its rights and obligations under or relating to Revolving Advances under this Agreement and the Other Documents to an entity, whether a corporation, partnership, trust, limited liability company or other entity that (i) is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and (ii) is administered, serviced or managed by the assigning Lender or an Affiliate of such Lender (a “Purchasing CLO” and together with each Participant and Purchasing Lender, each a “Transferee” and collectively the “Transferees”), pursuant to a Commitment Transfer Supplement modified as appropriate to reflect the interest being assigned (“Modified Commitment Transfer Supplement”), executed by any intermediate purchaser, the Purchasing CLO, the transferor Lender, and Agent as appropriate and delivered to Agent for recording. Upon such execution and delivery, from and after the transfer effective date determined pursuant to such Modified Commitment Transfer Supplement, (i) Purchasing CLO thereunder shall be a party hereto and, to the extent provided in such Modified Commitment Transfer Supplement, have the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations of a Lender thereunder and (ii) the transferor Lender thereunder shall, to the extent provided in such Modified Commitment Transfer Supplement, be released from its obligations under this Agreement, such Lender the Modified Commitment Transfer Supplement creating a novation for that purpose. Such Modified Commitment Transfer Supplement shall cease be deemed to be a party hereto. Assignments in accordance with amend this paragraph are not required Agreement to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one handextent, and Revolving Credit Commitment only to the extent, necessary to reflect the addition of such Purchasing CLO. Each Borrower hereby consents to the addition of such Purchasing CLO. Borrowers shall execute and Revolving Credit Exposure, on deliver such further documents and do such further acts and things in order to effectuate the otherforegoing. (ce) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York address a copy of each Assignment Commitment Transfer Supplement and Acceptance Modified Commitment Transfer Supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders each Lender and the Revolving Credit Commitments ofoutstanding principal, accrued and principal amount of the Loans owing to, each Lender from time to time (the "Register")unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowerseach Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may shall treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Advance recorded therein for all the purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank any Borrower or any Lender (with respect to its own interests) at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a fee in the amount of $3,500 payable by the applicable Purchasing Lender and/or Purchasing CLO upon the effective date of each transfer or assignment (other than to an intermediate purchaser) to such Purchasing Lender and/or Purchasing CLO. (ef) Upon its receipt of an Assignment Each Borrower authorizes each Lender to disclose to any Transferee and Acceptance executed by an assigning Lender any prospective Transferee any and an assignee together with any Note subject all financial information in such Lender’s possession concerning such Borrower which has been delivered to such assignment, and Lender by or on behalf of such Borrower pursuant to this Agreement or in connection with such Lender’s credit evaluation of such Borrower; provided that the fee referred Transferee or prospective Transferee agrees to be bound by a non-disclosure agreement approved by Borrowers pursuant to which Borrowers are third party beneficiaries. (g) Notwithstanding anything to the contrary in this Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, 16.3: (i) accept no sale, transfer or assignment of all or any portion of any Lender’s rights and obligations under or relating to Loans under this Agreement shall be made to any Credit Party or any of their respective Affiliates. (h) Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time and from time to time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Assignment and AcceptanceLender, (ii) record the information contained therein in the Register, and 115 110including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrower, the Lenders, the Agent, all future holders of the Notes, and their respective successors and assigns. Neither , except that the Borrower may not assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Subject to the prior consent of the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (neither of such consents to be unreasonably withheld or delayed), each Lender may assign to one or more assignees Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to no event be assignedless than $5,000,000, (iii) in the case of a partial assignment, each the amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender)5,000,000, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Register an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee in the amount of $3,500 and 3,500, (v) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, and (vi) the representation contained in SECTION 12.2 hereof shall be true with respect to any such proposed assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (xA) 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 hereunder, and (yB) the assigning Lender assignor thereunder shall, to the extent provided in of such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes 101 no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Borrower or the performance or observance by the Loan Parties Borrower of any of their its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 SECTION 5.1(n) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment and Proportionate Share of, and principal amount of the Loans and owing to, each Lender from time to time (the "Register"REGISTER). The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowersBorrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee Eligible Assignee together with any Note or Notes subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveEXHIBIT C, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and 115 110the Borrower, and (iv) promptly deliver a copy of such

Successors and Assigns Participations. (a) Whenever in this Agreement any The provisions of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither , except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or a portion delegate any of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related Agreement. Any Bank may sell participations in Letters of Credit its Notes and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's its rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations whole or in Letters of Credit part to be assigned, (iii) in any commercial bank organized under the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount laws of the Rollover Term Loan United States or any state thereof that is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve System without the consent of Borrower or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties Agent so long as each agreement pursuant to each which any such assignment 113 108 participation is granted provides that no such participant shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with have any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument Transaction Document (the participants' rights against the Bank granting its participation to be those set forth in the Participation Agreement between the participant and such Bank), and such selling Bank shall retain the sole right to approve or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy disapprove any amendment, modification or waiver of any provision of this Agreement, together with copies Agreement or any of the most recent 114 109 financial statements referred other Transaction Documents. Each such participant shall be entitled to the benefits of the yield protection provisions hereof to the extent such Bank would have been so entitled had no such participation been sold. (b) Any Bank which, in accordance with Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make 13.14(a), grants a participation in any of its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action rights under this Agreement; (vi) such assignee appoints and authorizes Agreement or its Notes shall give prompt notice thereof to the Administrative Agent and the Collateral AgentBorrower. (c) Unless otherwise agreed to by Borrower in writing, respectivelyno Bank shall, to take such action as agent on between Borrower and that Bank, be relieved of any of its behalf and to exercise such powers obligations under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof a result of such Bank's granting of a participation in all or any other Loan Document, together with part of such powers as are reasonably incidental thereto; and (vii) Bank's Notes or all or any part of such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of Bank's rights under this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this Agreement any The provisions of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Borrower assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that the Account Parties and the Subsidiary Applicants may not assign or otherwise transfer any of its their rights or obligations hereunder or under any of the other Credit Documents without the prior written consent of all Issuing Bank (and any such attempted assignment or transfer without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the Lendersparties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of the Issuing Bank) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Each Lender Issuing Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to one secure obligations of Issuing Bank, including any pledge or more assignees assignment to secure obligations to any of the twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, and this Section 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 Issuing Bank from any of its obligations hereunder or substitute any such pledgee or assignee for Issuing Bank as a party hereto. (c) The Issuing Bank may at any time, without the consent of but after notice to, the Account Parties or any Affiliate, sell participations to any Person (each, a “Participant”) in all or a portion of its interests, the Issuing Bank’s rights and and/or obligations under this Agreement; provided that (i) the Issuing Bank’s obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld)remain unchanged, (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure the Issuing Bank shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit remain solely responsible to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: for the performance of such obligations and (iiii) other than the representation Account Parties and warranty that it is the legal Subsidiary Applicants shall continue to deal solely and beneficial owner of directly with the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility Issuing Bank with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations all matters under this Agreement or any and the other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized Credit Documents. Any Participant shall agree in writing to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together comply with copies of the most recent 114 109 financial statements referred to all confidentiality obligations set forth in Section 3.05 or delivered under Section 5.05 and 8.18 as if such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, Participant was the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreementhereunder. The Register Each Participant shall be available for inspection by entitled to the Borrowersbenefits of Sections 2.13, 2.15 and 2.14 to the Collateral Agent, same extent as if it were the Issuing Bank or any Lender at any reasonable time and from time Bank. To the extent permitted by Law, each Participant also shall be entitled to time upon reasonable prior noticethe benefits of Section 8.8 as though it were the Issuing Bank. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this Agreement any The provisions of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind be binding upon and inure to the benefit of their the respective successors successors, assigns, heirs, beneficiaries and assigns. Neither representatives of Borrower and Lender; provided, however, that Borrower may not assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all Lender, and any prohibited assignment shall be void. No consent by Lender to any assignment shall release Borrower from its liability for the Lenders. Obligations. Borrower acknowledges and agrees that, without the consent of, or notice to, Borrower (bi) Each Lender may assign has the right, to one sell, transfer, or more assignees all assign, in whole or a portion of its interestsin part, rights any interest in, the Loan, and obligations Lender’s rights, obligations, and benefits under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of other Loan Documents ((other than the related Revolving Credit Loans at Warrant, as to which assignment, transfer and other such actions are governed by the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheldterms thereof), and (ii) Lender may at any time and from time to time sell participating interests in the Loan to other Persons (each such assignment purchaser of a Revolving Credit Commitment or any Revolving Credit Exposure participating interest, a “Participant”). Each assignee shall be of become a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under party to this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptanceof the interest assigned, shall have the rights and obligations of a the Lender hereunder under this Agreement, and (y) the assigning Lender thereunder shall, to the extent provided in of the interest assigned by such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance assignment covering all or of the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required hereto but shall continue to be made pro rata as between entitled to the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner benefits of the interest being assigned thereby free expense reimbursement and clear indemnity provisions of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility this Agreement with respect to any statements, warranties or representations made in or in connection with this Agreement or facts and circumstances occurring prior to the execution, legality, validity, enforceability, genuineness, sufficiency or value effective date of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; such assignment). Each Participant may exercise all rights of payment (iiincluding rights of set-off) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition portion of such Loan held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof. Each Borrower hereby grants to any Participant a continuing security interest in any deposits, moneys, or other property actually or constructively held by such Participant as security for the Participant’s interest in the Loan. Borrower authorizes Lender to disclose to any Participant or prospective Participant, and to any transferee or prospective transferee of any interest in the Loan Parties any and all financial information in Lender’s possession concerning Borrower which has been delivered to Lender by or on behalf of Borrower pursuant to, or in connection with, this Agreement, provided such person agrees to the performance or observance by confidentiality provisions of Section 8.3 herein with respect to the Loan Parties same, to the extent applicable. Notwithstanding the foregoing, the Board Observer Rights provided in Section 4.11 hereof shall not inure to the benefit of any of their obligations under this Agreement Participant hereunder or any other instrument transferee or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy assignee, other than an Affiliate of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Loan Party, the Borrowers Agent or the Lenders Lenders, that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Borrower Without limiting the generality of the foregoing, the Borrowers specifically confirm that any Lender may at any time and from time to time pledge or otherwise grant a security interest in any Loan or any Note (or any part thereof) to any Federal Reserve Bank. No Borrowers may assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender Lender, without the consent of the Borrowers or the Agent, may assign sell participations to one or more assignees banks or other entities in all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and Term Loan Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in undrawn Letters of Credit and the Note or Notes held by it); provided, however, that (i) except such Lender's obligations under this Agreement (including, without limitation, its Revolving Credit Commitment and Term Loan Commitment) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the banks or other entities buying participations shall be entitled to the cost protection provisions contained in Sections 2.10, 2.12 and 2.16 (provided 100 such participant shall have complied with the case terms thereof) hereof, but only to the extent any of an assignment such Sections would be available to a the Lender or an affiliate of a which sold such participation, and shall not be entitled to receive any greater amount than the selling Lender or for an assignment by a Lender would be entitled to a Federal Reserve Bankreceive and (iv) the Borrowers, the Administrative Guarantors, the Agent and NWS must give their the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; provided, further, however, that such Lender shall retain the sole right and responsibility to enforce the obligations of the Loan Parties relating to the Loans, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement, other than amendments, modifications or waivers with respect to decreasing any fees payable hereunder or the amount of principal or the rate of interest payable on the Loans, or extending the dates fixed for any payment of principal pursuant to Section 2.04(c) or interest on the Loans, or increasing or extending the Commitments or the release of all Collateral. (c) Each Lender may assign by novation, to any one or more banks or other entities with the prior written consent by countersigning of the Assignment and Acceptance Borrowers (which consents shall not be unreasonably withheld) and with the prior written consent of the Agent, all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Revolving Credit Commitment and Term Loan Commitment and the same portion of the Loans and undrawn Letters of Credit at the time owing to it and the Notes held by it), provided, however, that (iii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement Agreement, which shall include the same percentage interest in respect of its Revolving Credit Commitmentthe Loans, Revolving Credit Loans and participations in Letters of Credit to be assignedand Notes, (iiiii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit Commitment and Revolving Credit Term Loan Commitment of the assigning Lender)Lender being assigned pursuant to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be in an aggregate minimum principal amount of $5,000,000 and the amount of the Revolving Credit Commitment and Term Loan Commitment retained by such Lender shall not be less than $10,000,000 or shall be zero, (iviii) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance, together with any Note the Notes subject to such assignment and a processing and recordation fee of $3,500 5,000 and (viv) the assigneeAssignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in the form provided to such Assignee by the Agent. Upon such execution, delivery, acceptance and recordingrecording and after receipt of the written consent of the Agent and the Borrowers, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (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 and under the other Loan Documents and (y) the assigning Lender which is assignor thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required hereto but shall continue to be made pro rata entitled to the benefits of Sections 2.10, 2.12, 2.16 and 11.04, as between the assigning Lender's Rollover Term Loan, on the one hand, well as any fees accrued for its account hereunder and Revolving Credit Commitment and Revolving Credit Exposure, on the othernot yet paid). (cd) By executing and delivering an Assignment and Acceptance, the Lender which is assignor thereunder and the assignee thereunder confirm to to, and agree with with, each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby thereunder free and clear of any adverse claim, and that its Commitment and the outstanding balance of its Loans and participations in Letters of Credit, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of this Agreement, any the other Loan Document Documents or any Collateral or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the any Loan Parties Party or the performance or observance by the any Loan Parties Party of any of their respective obligations under this Agreement Agreement, or any of the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee Acceptance and confirms that it has received a copy of this AgreementAgreement and of the other Loan Documents, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor Lender, or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (viv) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent the Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (de) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 11.01 hereof a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment and Term Loan Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agentother Loan Parties, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank other Loan Parties or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note the Notes subject to such assignment, any processing and recordation fee and, if required, an Administrative Questionnaire and the fee referred written consents to in Section 9.03(b)such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveF annexed hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Lenders and the Borrowers. Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and 115 110deliver to the Agent in exchange for the surrendered Notes new Notes to the order of such assignee in an amount equal to its portion of the Term Loan Commitment and Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained any Commitment hereunder, new Notes to the order of the assigning Lender in an amount equal to the Term Loan Commitment and Revolving Credit Commitment retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, or, with respect to the Term Notes, the principal amount of the Term Loan outstanding at such time as evidenced by the Term Note being surrendered, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A or Exhibit B, as the case may be. Notes surrendered to the Borrowers shall be canceled by the Borrowers. (g) Notwithstanding any other provision herein, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.03, disclose to the assignee or participant or proposed assignee or participant, any information, including, without limitation, any information, relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers in connection with this Agreement; provided, however, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any information relating to the Borrowers received from such Lender to the extent required pursuant to Section 11.11.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Notes, and their respective successors and assigns. Neither Borrower , except that the Borrowers may not assign or transfer any of its their rights or obligations hereunder under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Lender may assign to one or more assignees Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) such Lender shall first obtain the written consent of (x) the Administrative Agent, which consent shall not be unreasonably withheld or delayed and (y) except in the case of an assignment to a Lender or an affiliate Affiliate of a Lender, provided no Default or Event of Default has occurred and is continuing, WinsLoew, which consent shall not be unreasonably withheld or delayed, (ii) the amount of the Commitment of the assigning Lender or for an that is subject to each such assignment by a Lender to a Federal Reserve Bank, (determined as of the Administrative Agent and NWS must give their prior written consent by countersigning date the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each with respect to such assignment is delivered to the Administrative Agent) shall in no event be less than $5,000,000 or less than 100% of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights Commitment if (x) such assigning Lender's remaining Commitment is less than $5,000,000 or (y) such assignment is being made at the request of the Borrowers as contemplated herein, PROVIDED that lesser amounts may be assigned to Lenders and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assignedtheir Affiliates, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or Commitment that is retained by the entire amount assigning Lender and its Affiliates (determined as of the Revolving Credit Loans, participations date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall in Letters of Credit and Revolving Credit Commitment of no event be less than the assigning Lender)$5,000,000, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Register an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 and assignment, (v) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in SECTION 14.2 hereof shall be true with respect to any such proposed assignee, if it shall not be and (vii) in the event the Eligible Assignee is a new Lender, shall deliver the assigning Lender shall, on the "Effective Date" as defined in the Assignment and Acceptance, pay to the Administrative Agent solely for its own account an Administrative Questionnaireassignment fee in the amount of $5,000. The assignment fee shall be fully earned on the "Effective Date" as defined in such Assignment and Acceptance and shall not be subject to refund or rebate. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date date, unless otherwise agreed among all parties to such Assignment and Acceptance, shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party hereto and, 130 139 to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder hereunder, and (yB) the assigning Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties any Borrower or the performance or observance by the Loan Parties any Borrower of any of their its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 SECTION 7.1(N) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment and Proportionate Share of, and principal amount of the Loans and owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee Eligible Assignee together with any Note or Notes subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance complies with this SECTION 14.1 and has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveEXHIBIT D, (i) accept such Assignment and 131 140 Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and 115 110the Borrowers, and (iv) promptly deliver a copy of such Acceptance and Assignment to the Borrowers. Within five Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Eligible Assignee in amounts equal to the Commitment assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Each surrendered Note or Notes shall be cancelled and returned to the Borrowers. (f) Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment hereunder and the Loans owing to it and the Notes held by it); PROVIDED, HOWEVER, that (i) each such participation (other than to a Lender or an Affiliate of a Lender) shall be in an amount not less than $5,000,000, (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of the Notes held by it for all purposes of this Agreement, (v) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; PROVIDED, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral securing the Loans (other than Collateral disposed of pursuant to Section 9.7 hereof or otherwise in accordance with the terms of this Agreement or the Security Documents), and (vi) any such disposition shall not, without the consent of the Borrowers, require any Borrowers to file a registration statement with the Securities and Exchange Commission to apply to qualify the Loans or the Notes under the blue sky law of any state. The Lender selling a participation to any Person that is not a Lender or an Affiliate of a Lender shall use all reasonable efforts to give notice thereof to the Borrowers PROVIDED that failure to give such notice shall not result in liability to such Lender. Any purchaser of a participation in any Commitment or Loan shall be entitled to compensation pursuant to SECTIONS 5.15(C) and (D) to the same extent as if it were a "Lender" but not in any amount greater than that to which the Lender from which it purchased such participation is entitled. As used in this SECTION 14.1(F), "Affiliates" shall include any trust, partnership, limited liability company or other entity that (x) is organized under the laws of the United States or any state thereof, (y) is engaged in making, purchasing or otherwise 132 141 investing in commercial loans in the ordinary course of its business and (z) is organized, managed or sponsored by any Lender. (g) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this SECTION 14.1, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to any Borrower furnished to such Lender by or on behalf of the Borrowers, PROVIDED that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Borrowers or such Lender (which in the case of an agreement with only such Lender, the Borrowers shall be recognized as a third party beneficiary thereof) to preserve the confidentiality of any confidential information relating to any Borrower received from such Lender. (h) Notwithstanding any provision of the foregoing to the contrary, any Lender may pledge its interest in any Loan or Note to a Federal Reserve Bank.

Successors and Assigns Participations. Notwithstanding anything herein to the contrary, (aA) Whenever in this Agreement no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder except that (x) the Revolving Commitment of the parties hereto is referred toany Defaulting Lender may not be increased or extended, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit maturity of their respective successors and assigns. Neither Borrower may assign or transfer any of its rights or obligations hereunder Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the prior written consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders. Lenders or each affected Lender that by its terms affects any Defaulting Lender materially and more adversely than the other affected Lenders shall require the consent of such Defaulting Lender, (bB) Each Lender may assign to one or more assignees all or a portion only the consent of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment the applicable Issuing Bank and the same portion of the related Revolving Credit Loans at the time owing Administrative Agent shall be required with respect to it and the related participations in Letters of Credit and the Note or Notes held by it); providedany amendment that, however, that (i) except extends the Letter of Credit Expiration Date beyond the Final Maturity Date, (ii) extends the time for payment of any interest, fees or premium payable to such Issuing Bank (it being understood that no amendment, modification or waiver of any condition precedent, covenant, or event of default shall constitute any such extension), (iii) reduces any reimbursement obligation in respect of any Letter of Credit owed to such Issuing Bank or (iv) increases the Letter of Credit sublimit of such Issuing Bank, (C) the consent of the Administrative Agent or the applicable Issuing Bank, as applicable, will also be required with respect to modifications of the Financing Documents which adversely affects the rights and duties of the Administrative Agent or such Issuing Bank and (D) the Borrower and the Administrative Agent may (or, at the written direction of the Borrower, the Administrative Agent shall), without the need to obtain consent of any other Lender (other than, in the case of an assignment clause (x)(iv) below, the Extending Lenders with respect to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve the applicable Extended Commitments)or Issuing Bank, enter into an amendment or other modification to this Agreement and the Administrative Agent and NWS must give their prior written consent by countersigning other Financing Documents (x) to effectuate (i) any Additional Secured Indebtedness satisfying the Assignment and Acceptance conditions of Section 2.23 (which consents shall not be unreasonably withheldAdditional Secured Indebtedness), (ii) each such assignment any Additional Unsecured Indebtedness satisfying the conditions of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assignedSection 2.24 (Additional Unsecured Indebtedness), (iii) any increase in the case Revolving Commitments in accordance with Section 2.25 (Increase of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amountRevolving Commitments) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute any Extension Amendment in accordance with Section 2.28 (Amend and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (vExtend) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) to permit the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case extensions of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (thereunder and the "Register"). The entries accrued interest and fees in respect thereof to share equally and ratably in the Register shall be conclusive, in the absence benefits of manifest error, this Agreement and the Borrowersother Financing Documents, the Administrative Agentas applicable (including, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment modifications to the “Required Lender” definition and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110related definitions).

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers Borrower, its Subsidiaries, the Agent or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Without limiting the generality of the foregoing, the Borrower specifically confirms that any Lender may assign at any time and from time to time pledge or transfer otherwise grant a security interest in any of Loan or any Note (or any part thereof) to any entity as collateral security in accordance with applicable law, including without limitation, to any Federal Reserve Bank (and its rights or obligations hereunder without the prior written consent of all the Lenderstransferees). (b) Each Lender Lender, without the consent of the Borrower, may assign sell participations to one or more assignees banks or other entities in all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Revolving Credit Commitment, the Loans owing to it and the Notes held by it); provided, that, (i) such Lender’s obligations under this Agreement and the other Loan Documents (including, without limitation, its Revolving Credit Commitment and to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; and provided, further, that each Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower and the Guarantors relating to the Loans and the Loan Documents, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents. (c) With the prior written consent of (i) the Borrower (which consent (x) shall not be withheld or delayed unreasonably and (y) shall not be required if any Event of Default has occurred and is continuing) and (ii) the Agent (which consent shall not be withheld or delayed unreasonably), each Lender may assign by novation, to any one or more banks or other entities, all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Loans, the participations in outstanding Letters of Credit Loans at the time owing to held by it and the related participations in Letters of Credit and the Note or Notes held by it); , provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (iiA) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement in respect of its Revolving Credit CommitmentAgreement, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) which shall include the same percentage interest in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Notes, (B) the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be in a minimum principal amount equal to three million dollars ($3,000,000) in the aggregate for the Revolving Credit Commitment of such Lender); provided, however, notwithstanding such minimum, such Lender may in any event assign all of the Revolving Credit Commitment of such Lender, and (ivC) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note Notes subject to such assignment and a processing and recordation fee of three thousand five hundred dollars ($3,500 and (v3,500) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnairepaid by assignee or assignor. Upon such execution, delivery, acceptance and recordingrecording and after receipt of the written consent of the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (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 under the Loan Documents and (y) the assigning Lender which is assignor thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Assignments Notwithstanding anything to the contrary contained in accordance with this paragraph are not required to be made pro rata as between subsection (c), each Lender may assign by novation all or a portion of its interests, rights and obligations under this Agreement and the assigning Lender's Rollover Term Loanother Loan Documents (including, on the one handwithout limitation, and all or a portion of its Revolving Credit Commitment and Revolving the same portion of the Loans, the participations in outstanding Letters of Credit Exposure, on at the othertime held by it and the Note or Notes held by it) to an Affiliate without the consent of the Borrower or the Agent and without having to pay the processing and recordation fee specified above. (cd) By executing and delivering an Assignment and Acceptance, the Lender which is assignor thereunder and the assignee thereunder confirm to to, and agree with with, each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby thereunder free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement Agreement, the other Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of this Agreement, any Agreement or the other Loan Document or any other instrument or document furnished pursuant heretoDocuments; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Borrower or any of the Guarantors or the performance or observance by the Loan Parties Borrower or any of the Guarantors of any of their respective obligations under this Agreement or any the other instrument or document furnished pursuant heretoLoan Documents; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this AgreementAgreement and the other Loan Documents, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this AgreementAgreement or the other Loan Documents; (viv) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent the Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (de) The Administrative Agent shall maintain at one of its offices principal office in The City of New York San Francisco, California a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, Commitment and principal amount of the Loans owing to, held by each Lender from time to time (the "“Register"”). The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowersBorrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee and consented to by the Borrower together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is precisely in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveH hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Lenders and the Borrower. Within three (3) Business Days after receipt of such notice, the Borrower, at its own expense, shall execute and 115 110deliver to the Agent in exchange for each surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to its portion of the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained any Revolving Credit Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. Notes surrendered to the Borrower shall be canceled by the Borrower. (g) Notwithstanding any other provision herein, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.13, disclose to the assignee or participant or proposed assignee or participant, any information, including, without limitation, any Information, relating to the Borrower furnished to such Lender by or on behalf of the Borrower in connection with this Agreement; provided, however, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential Information relating to the Borrower received from such Lender.

Successors and Assigns Participations. (a) Whenever in this Agreement So long as any Obligations are outstanding hereunder, the Borrower may not assign its rights hereunder or thereunder or any interest herein or therein without the prior written consent of the parties hereto is referred toLender, and any such reference assignment shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this void. This Agreement shall bind will be binding upon and inure to the benefit of their the Lender and its respective successors and assigns. Neither Borrower The Lender represents that it is not acquiring an interest in the Note with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (subject to any requirement that the disposition of the Note must be within the control of the Lender). The Lender may assign at any time pledge its interest in the Note or transfer any of other instrument evidencing its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or as a portion of its interests, rights and obligations lender under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, but no such pledge shall release the Administrative Agent and NWS must give their prior written consent by countersigning Lender from its obligations hereunder or grant to such Federal Reserve Bank the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment rights of a Revolving Credit Commitment lender hereunder absent foreclosure of such pledge. (b) The Lender may from time to time grant participations, with the prior consent of the Borrower, to one or any Revolving Credit Exposure shall be more banks or other financial institutions (each a “Participant”) in a portion of a constant, and not a varying, percentage of all the assigning Loans; provided that (i) the Lender's rights and ’s obligations under this Agreement in respect shall remain unchanged; (ii) the Lender shall remain solely responsible to the Participant for the performance of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, such obligations; (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it Participant shall not be a lender hereunder for any purpose; (iv) Borrower shall continue to deal solely and directly with the Lender in connection with the Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently the participation interest shall be expressed as a percentage of the Loans; and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent consent of the Participant shall not be required for amendments or waivers of provisions of the Related Documents and the Collateral AgentLender shall be empowered to bind such Participant for the purpose of all consents, respectivelywaiver and amendments; provided that the agreement effecting such participation may provide that the Lender will not, without the consent of the Participant, agree to take any amendment, modification or waiver described in Section 8.1 that affects such action as agent on its behalf and to exercise such powers under this Agreement as are delegated Participant. The Borrower agrees that each Participant shall be entitled to the Administrative Agent or benefits of Section 2.6 (subject to the Collateral Agent by requirements and limitations therein) to the terms hereof or any other Loan Document, together with such powers same extent as are reasonably incidental thereto; and (vii) such assignee agrees that if it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as were a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and had acquired its interest by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior noticeassignment. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Borrower, any Guarantor, any Grantor, any ERISA Affiliate, any subsidiary of any thereof, the Borrowers Agent or the Lenders Lenders, that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Without limiting the generality of the foregoing, each Borrower specifically confirms that any Lender may at any time and from time to time pledge or otherwise grant a security interest in any Loan or any Note (or any part thereof) to any Federal Reserve Bank. The Borrowers may not assign or transfer any of its their rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender Lender, without the consent of the Borrowers, may assign sell participations to one or more assignees banks or other entities in all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan Commitment) and the Loans owing to it and interest in undrawn Letters of Credit and the Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment), shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the banks or other entities buying participations shall be entitled to the cost protection provisions contained in Sections 2.10(a) (except to the extent that application of such Section 2.10(a) to such banks and entities would cause any Borrower to make duplicate payments thereunder), 2.11, 2.12 and 2A.04 hereof, but only to the extent any of such Sections would be available to the Lender which sold such participation, and (iv) the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; provided, further, however, that each Lender shall retain the sole right and responsibility to enforce the obligations of the Borrowers, the Grantors and the Guarantors relating to the Loans, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement, other than amendments, modifications or waivers with respect to any fees payable hereunder or the amount of principal or the rate of interest payable on, or the dates fixed for any payment of principal of or interest on, the Loans in which such entity is participating or the release of all Collateral. (c) Each Lender may assign and delegate to an Eligible Assignee with the prior written consent of the Borrowers (such consent not to be unreasonably withheld or delayed) and with the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), all or a portion of any its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Revolving Credit Commitment and the same portion of the related Revolving Loans and interest in undrawn Letters of Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit CommitmentAgreement, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) which shall include the same percentage interest in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations interest in undrawn and unreimbursed Letters of Credit and Revolving Credit Notes, (ii) the amount of the Commitment of the assigning Lender), Lender being assigned pursuant to each such assignment (ivdetermined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be in a minimum principal amount of $10,000,000 and (iii) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire3,000. Upon such execution, delivery, acceptance and recordingrecording and after receipt of the written consent of the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (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 and under the other Loan Documents and (y) the assigning Lender which is assignor thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement with respect to the period after the date of such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Assignments in accordance with Notwithstanding any other provisions of this paragraph are not required Section 11.03(c), no transfer or assignment of the interests or obligations of any Lender hereunder or any grant of participation therein shall be permitted prior to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the otherSyndication Date. (cd) By executing and delivering an Assignment and Acceptance, the Lender which is assignor thereunder and the assignee thereunder confirm to to, and agree with with, each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby thereunder free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of this Agreement, any the other Loan Document Documents or any Collateral with respect thereto or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties any Borrower, or any Grantor or Guarantor or the performance or observance by any Borrower, Grantor or the Loan Parties Guarantor of any of their respective obligations under this Agreement Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this AgreementAgreement and of the other Loan Documents, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (viv) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent the Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (de) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 11.01 hereof a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveE annexed hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Lenders and the Borrowers. Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and 115 110deliver to the Agent in exchange for each surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to its portion of the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained any Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A. Notes surrendered to the Borrowers shall be canceled by the Borrowers. (g) Notwithstanding any other provision herein, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.03, disclose to the assignee or participant or proposed assignee or participant, any information, including, without limitation, any Information, relating to any Borrower, any Grantor or any Guarantor furnished to such Lender by or on behalf of any Borrower in connection with this Agreement; provided, however, that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential Information relating to the Borrowers received from such Lender.

Successors and Assigns Participations. Purchasing -------------------------------------------------- Lenders. ------- (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrower, the Guarantors, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns. Neither , except that neither the Borrower nor any other Credit Party may assign or transfer any of its rights or obligations hereunder under this Agreement or the other Credit Documents without the prior written consent of all the Lenderseach Lender. (b) Each Any Lender may assign may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more assignees all banks or other entities ("Participants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder. In the event of any such sale by a portion Lender of its interestsparticipating interests to a Participant, rights and such Lender's obligations under this Agreement (includingto the other parties to this Agreement shall remain unchanged, without limitationsuch Lender shall remain solely responsible for the performance thereof, all or a portion of its Rollover Term Loan or all or a portion such Lender shall remain the holder of any of its Revolving Credit Commitment such Note for all purposes under this Agreement, and the same portion of the related Revolving Credit Loans at the time owing to it Parties and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent shall continue to deal solely and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each directly with such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender in connection with such Lender's rights and obligations under this 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 respect which such Participant is participating, or reduce the stated rate or extend the time of its Revolving Credit Commitmentpayment 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, Revolving Credit Loans 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 participations that an increase in Letters any Commitment or Loan shall be permitted without consent of Credit to be assignedany 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) in release all or substantially all of the Collateral, or (iv) consent to the assignment or transfer by the Borrower or any other Credit Party of any of its rights and obligations under this Agreement. In the case of a partial assignmentany such participation, each the Participant shall not have any rights under this Agreement or any of the other Credit Documents (the Participant's rights against such assignment 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 Credit Parties hereunder shall be determined as if such Lender had not sold such participation; provided that each Participant shall be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.5 with respect to its participation in an the Commitments and the Loans outstanding from time to time; 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. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time, sell or assign to any Lender or any Affiliate or Related Fund thereof and, with the consent of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower (in each case, which is consent shall not less than be unreasonably withheld or delayed), to one or more additional banks or financial institutions or entities having capital and surplus in excess of $250,000,000 (each a "Purchasing Lender"), all or any part of its rights and obligations under this Agreement and the Notes in minimum amounts of $5,000,000 with respect to its Revolving Commitment, its Revolving Loans, its Tranche A Term Loan, its Delayed Draw Term Loan Commitment or its Delayed Draw Term Loan (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (providedor, howeverif less, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning such Lender's obligations), pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender and such transferor Lender (iv) and, to the parties to each such assignment 113 108 shall execute extent required above, the Administrative Agent and deliver the Borrower), and delivered to the Administrative Agent, Agent for its acceptance and recording in the Register; provided, however, that any sale or assignment to an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it existing Lender shall not be a Lender, shall deliver to require the consent of the Administrative Agent an Administrative Questionnaireor the Borrower nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date Transfer Effective Date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofsuch Commitment 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 a Commitment as set forth therein, and (y) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentCommitment Transfer Supplement, be released from its obligations under this 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 Agreement, such transferor Lender shall cease to be a party hereto; provided, however, that such Lender shall still be entitled to any indemnification rights that expressly survive hereunder). Assignments in accordance with Such Commitment Transfer Supplement shall be deemed to amend this paragraph are not required Agreement to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one handextent, and Revolving Credit Commitment and Revolving Credit Exposureonly to the extent, on necessary to reflect the other. (c) By executing and delivering an Assignment and Acceptance, the addition of such Purchasing Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and resulting adjustment of Commitment Percentages arising from the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner purchase by such Purchasing Lender of all or a portion of the interest being assigned thereby free rights and clear obligations of any adverse claim, such transferor Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement and the Notes. On or any other instrument or document furnished pursuant hereto; (iii) prior to the Transfer Effective Date specified in such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this AgreementCommitment Transfer Supplement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make Borrower, at its own credit analysis expense, shall execute and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated deliver to the Administrative Agent or in exchange for the Collateral 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. The Notes surrendered by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which transferor Lender shall be returned by the terms of this Agreement are required Administrative Agent to be performed by it as a Lenderthe Borrower marked "canceled". (d) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 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 Revolving Credit Commitments Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register")time. The entries in the Register shall be conclusive, in the absence of manifest error, and the BorrowersBorrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance a duly executed by an assigning Lender and an assignee Commitment Transfer Supplement, together with any Note payment to the Administrative Agent by the transferor Lender or the Purchasing Lender, as agreed between them, of a registration and processing fee of $3,500.00 for each Purchasing Lender listed in such Commitment Transfer Supplement and the Notes subject to such assignment, and the fee referred to in Section 9.03(b)Commitment Transfer Supplement, the Administrative 100 Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, shall (i) accept such Assignment and AcceptanceCommitment Transfer Supplement, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Borrower. (f) The Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and 115 110any 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 Agreement 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 Subsidiaries prior to becoming a party to this Agreement, in each case subject to Section 9.15. (g) At the time of each 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 respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.19 Certificate) described in Section 2.19.

Successors and Assigns Participations. (a) Whenever in this This Agreement any shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto is referred to, such reference shall be deemed to include and the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assignsLenders. Neither Borrower may assign or transfer any of its Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all the Lenders. (b) Each Lender may assign No assignment or transfer of any Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitationsuch recordation, all amounts owed with respect to the applicable Commitment or a portion of its Rollover Term Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or all or a portion consent of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans Person who, at the time owing of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (c) Each Lender shall have the right at any time to it sell, assign or transfer, in whole or in part, any Commitment, Loan, Letter of Credit or any other Obligation: (i) upon the giving of notice to Administrative Agent, to another Lender, or to an Affiliate of the assigning Lender (or if such assigning Lender is a fund that invests in commercial or bank loans, another such investment fund managed or advised by the same investment advisor or an Affiliate thereof) or another Lender; or (ii) in the case of Term Loans (unless otherwise covered by clause (i) hereof), with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed) to any other Eligible Assignee (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the related participations same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee), in an aggregate amount of not less than $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Tranche D Term Loan, New Term Loans and other Obligations of the assigning Lender); or (iii) in each other case, with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed) to any other Eligible Assignee (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee), in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the Note or Notes held by itassigning Lender); provided, however, that (i) except in upon the case occurrence and during the continuance of an assignment Event of Default with respect to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve BankSections 8.1(a), 8.1(f) and 8.1(g), the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents of Company shall not be unreasonably withheld), required under clauses (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in above. Notwithstanding the case foregoing, the Swing Line Loan Commitment and the Swing Line Loans of a partial assignmentSwing Line Lender may not be sold, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal assigned or transferred except to the entire amount of extent contemplated by Section 9.7(b). (d) The assigning Lender and the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 assignee thereof shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and AcceptanceAgreement, together with any Note subject to such assignment and a processing and recordation fee of $3,500 2,000 (treating any two or more investment funds that invest in commercial loans and (vthat are managed or advised by the same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee) the assigneeand such forms, certificates or other evidence, if it shall not any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be a Lender, shall required to deliver to the Administrative Agent an Administrative Questionnaire. Upon such executionpursuant to Section 2.20(c) and Section 2.20(d); provided, deliverythat notwithstanding the foregoing to the contrary, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date no processing fee shall be at least five Business Days after the execution thereof, (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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility paid with respect to any statements, warranties or representations assignments made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; to clause (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties definition of any “Eligible Assignee”. Subject to Section 10.6(b), upon its receipt of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents a duly executed and warrants that it is legally authorized to enter into such completed Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements processing and recordation fee referred to in Section 3.05 herein and any forms, certificates or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) evidence that such assignee will, independently and without reliance upon the may be required hereunder to deliver to Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS Company have consented to the assignment evidenced thereby (in each case to the extent such assignment as contemplated by paragraph (b) aboveconsent is required hereunder), (i) accept such Assignment and AcceptanceAgreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment), (ii) record the information contained therein in the Register, and 115 110(iii) give prompt notice thereof to Company. Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it as provided in this Section 10.6(d). Anything contained herein to the contrary notwithstanding, in the case of an assignment to an Affiliate of the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate immediately without compliance with the conditions for assignment under Sections 10.6(b) through (d), but shall not be effective with respect to any Credit Party, Administrative Agent, any other Agent, any Issuing Bank, any Swing Line Lender or any Lender, and each Credit Party, Administrative Agent, each other Agent, each Issuing Bank, each Swing Line Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under Sections 10.6(b) through (d) have been complied with. (e) Each Lender listed on the signature pages hereof hereby represents and warrants, and each Lender executing and delivering an Assignment Agreement shall be deemed to represent and warrant as of the effective date of such Assignment Agreement, that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making or purchasing of loans such as the Loans; and (iii) it will make or purchase, as the case may be, its Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control). (f) Subject to the terms and conditions of this Section 10.6, as of the effective date specified in such Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, Issuing Bank shall continue to have all rights and obligations as Issuing Bank with respect to Letters of Credit issued by it until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender; and (iv) if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall be issued to the assignee and/or to the assigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender. (g) In addition to the assignments and participations permitted under the provisions of this Section 10.6, any Lender may assign and pledge all or any portion of its Loans, the other Obligations owed to such Lender, and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank, and any Lender which is an investment fund may pledge all or any portion of its Notes or Loans to its trustee (unless such trustee is Highland Capital Management, L.P. or any of its Affiliates or Subsidiaries) in support of its obligations to such trustee or to its indenture trustee in support of its obligations to noteholders on whose behalf such indenture trustee is acting; provided, (i) no Lender shall, as between Company and such Lender, be relieved of any of its obligations hereunder as a result of any such assignment and pledge and (ii) in no event shall such Federal Reserve Bank or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder. (h) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Highland Capital Management, L.P. or any of its Affiliates or Subsidiaries) in, all or any part of its Commitments, Loans or Letters of Credit or participations therein or any other interest herein or in any other Obligation. The holder of any participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) the extension of the regularly scheduled maturity of any portion of the principal amount of or interest on any Loan or fees allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan or fees (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9) allocated to such participation (it being understood that any change to the definition of Leverage Ratio or in the component definitions thereof shall not constitute a reduction in any interest rate), and all amounts payable by any Credit Party hereunder (including amounts payable to such Lender pursuant to Section 2.18(c), Section 2.19 or Section 2.20) shall be determined as if such Lender had not sold such participation. Each Credit Party and each Lender hereby acknowledge and agree that, solely for purposes of Sections 2.17 and Section 10.4, (1) any participation will give rise to a direct obligation of each Credit Party to the participant and (2) the participant shall be considered to be a “Lender”.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrower, the Lenders, the Collateral Agent, all future holders of the Notes, and their respective permitted successors and assigns. Neither , except that the Borrower may not assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Lender may may, with the consent of the Borrower (whose consent shall not be unreasonably withheld or delayed, and whose consent shall not be required if an Event of Default exists), assign to one or more assignees Eligible Assignees all or a portion of its rights, obligations, interests, or rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement Agreement, (ii) the amount of the Loan of the assigning Lender that is subject to each such assignment shall in respect no event be less than $5,000,000, unless (a) such assigning Lender holds less than $5,000,000 and is assigning all of its Revolving Credit CommitmentLoan, Revolving Credit Loans and participations in Letters or (b) such assignment is to another Lender, or (c) there is an Event of Credit to be assignedDefault under this Agreement, (iii) in the case of a partial assignment, each such assignment the amount of the Term Loans that is retained by the assigning Lender shall in no event be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender)5,000,000, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, and shall be made in compliance with all applicable securities laws, and (vi) the representation contained in Section 14.2 hereof shall be true with respect to any such proposed assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 hereunder, and (y) the assigning Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Borrower or the performance or observance by the Loan Parties Borrower of any of their its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred delivered pursuant to in Section 3.05 or delivered under Section 5.05 11.1 and such other documents and information (including a copy of the Intercreditor Agreement) as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Collateral Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice.[Intentionally Deleted] (e) Upon its Within five Business Days after receipt of an Assignment notice, the Borrower shall execute and Acceptance executed by an deliver to the assigning Lender and an assignee together with any Eligible Assignee Lender in exchange for the surrendered Note subject or Notes a new Note or Notes to the order of such Eligible Assignee in amounts equal to the Loans assigned to such assignment, and the fee referred Eligible Assignee pursuant to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is a new Note or Notes to the order of the assigning Lender in an amount equal to the Loan retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit B hereto andthe assigned Notes delivered to the assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Borrower. (f) Each Lender may sell participations to one or more Persons in all or a portion of its rights, if requiredobligations or rights and obligations under this Agreement (including all or a portion of its Loans); provided, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) abovehowever, that (i) accept such Assignment and AcceptanceLender's obligations under this Agreement shall remain unchanged, (ii) record such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the rights of set-off contained in this Agreement, and (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to its Loans and its Note and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Note, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Note). (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (h) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this Section 14.1, disclose to the assignee, participant, proposed assignee or proposed participant, any information contained therein relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Borrower or such Lender (which in the Registercase of an agreement with only such Lender, the Borrower shall be recognized as a third party beneficiary thereof) to preserve the confidentiality of any confidential information relating to the Borrower received from such Lender and 115 110shall use such information solely for the purpose of effecting the proposed assignment or participation and shall make no other use thereof.

Successors and Assigns Participations. (a1) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of each Borrower, the Lenders, the Agent, all future holders of the Notes, and their respective successors and assigns. Neither , except that no Borrower may assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all each Lender, and any such attempted assignment or transfer by any Borrower except in strict compliance with the Lendersprovisions hereof shall be null and void, and of no force or effect. (b2) Each Lender may assign to one or more assignees Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in respect of its Revolving Credit no event be less than $5,000,000 (the "Minimum Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned"), (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or Commitment that is retained by the entire amount assigning Lender (determined as of the Revolving Credit Loans, participations date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in Letters of Credit and Revolving Credit Commitment of no event be less than the assigning Lender)Minimum Commitment, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Register (as hereinafter defined) an Assignment and AcceptanceTransfer, together with any Note or Notes subject to such assignment and a processing and recordation fee such assignee's commitment percentage of $3,500 and the Agent's syndication expenses, (v) such assignment shall not, without the consent of the Borrowers, require a Borrower to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in Section 13.2 hereof shall be true with respect to any such proposed assignee, if it shall not be a Lender, shall deliver and (vii) such Lender provides notice to the Administrative Agent an Administrative QuestionnaireBorrowers of the identity of the Eligible Assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceTransfer, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceTransfer, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, Agreement. Notwithstanding anything to the contrary in the case of an Assignment and Acceptance covering all this Section 13.1(b) or the remaining portion of an assigning Lender's rights and obligations under elsewhere in this Agreement, such The CIT Group/Business Credit, Inc. ("CITBC") agrees that, except after the occurrence of an Event of Default, the principal amount of the Commitment of CITBC during the term hereof shall in no event be less than the highest Commitment of any other Lender shall cease party to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the otherAgreement. (c3) By executing and delivering an Assignment and AcceptanceTransfer, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties any Borrower or the performance or observance by the Loan Parties any Borrower of any of their its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred refereed to in Section 3.05 or delivered under Section 5.05 6.1(m) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AcceptanceTransfer; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d4) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance Transfer delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment Percentage of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowerseach Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank any Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e5) Upon its receipt of an Assignment and Acceptance Transfer executed by an assigning Lender and an assignee Eligible Assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance Transfer has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveJ, (i) accept such Assignment and AcceptanceTransfer, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and 115 110each Borrower, and (iv) promptly deliver a copy of such Assignment and Transfer to each Borrower. Within five (5) Business Days after receipt of notice, each Borrower shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such Eligible Assignee in amounts equal to the Commitment Percentage assumed by such Eligible Assignee pursuant to such Assignment and Transfer and a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Transfer and shall otherwise be in substantially the form of the assigned Notes delivered to the assignor Lender. Each surrendered Note or Notes shall be canceled and returned to Trism. (6) Each Lender may, without the consent of any Borrower, sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its commitments hereunder and the Loans owing to it and the Notes held by it); provided, however, that (i) each such participation shall be in an amount not less than the Minimum Commitment, (ii) such Lender's obligations under this Agreement (including, without limitation, its commitments hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of the Notes held by it for all purposes of this Agreement, (v) each Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; provided, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral securing the Loans (other than Collateral disposed of pursuant to the terms of this Agreement or the Security Documents), (vi) any such disposition shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission to apply to qualify the Loans or the Notes under the blue sky law of any state and (vii) such Lender provides notice to a Borrower of the identity of the potential participant. The Lender selling a participation to any bank or other entity that is not an Affiliate of such Lender shall give prompt notice thereof to each Borrower. (7) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this Section 13.1, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to any Borrower furnished to such Lender by or on behalf of such Borrower; provided that, prior to any such disclosure, each such-assignee, proposed assignee, participant or proposed participant shall agree with such Borrower or such Lender (which in the case of an agreement with only such Lender, such Borrower shall be recognized as a third party beneficiary thereof) to preserve the confidentiality of any confidential information relating to such Borrower received from such Lender. (8) Each Borrower shall assist any Lender permitted to sell assignments or participations under this Section 13.1 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including, without limitation, (i) prompt assistance in the preparation of an information memorandum and the verification of the completeness and accuracy of the information contained therein; (ii) preparation of offering materials and projections by any Borrower and its advisors; (iii) providing the Agent with all information reasonably deemed necessary by the Agent to successfully complete the syndication; (iv) confirmation as to the accuracy and completeness of such offering materials, information and projections; (v) participation of any Borrower's senior management in meetings and conference calls with potential lenders at such times and places as the Agent may reasonable request; and (vi) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested. (9) In the event that (i) an Event of Default has occurred hereunder and (ii) CITBC intends to assign, whether through absolute assignment, participation or otherwise, all or a portion of its interest, rights and obligations under this Agreement to an Eligible Assignee pursuant to the terms of this Section 13.1 (the "Proposed Assignment"), CITBC shall, within fifteen (15) days prior to the closing of such Proposed Assignment, deliver to each other Lender notice (the "Assignment Notice") specifying (A) the amount of the Proposed Assignment and (B) outlining the terms under which such Lender can participate in the Proposed Assignment and simultaneously with the closing thereof assign a portion of such Lender's Commitment in an amount equal to (x) such Lender's Commitment Percentage multiplied by (y) the amount of the Proposed Assignment (each, a "Pro-rata Assignment Right"

Successors and Assigns Participations. (a) Whenever in this Agreement any Each Loan Paper binds and inures to the benefit of the parties hereto is referred tothereto, such reference shall be deemed to include the successors any intended beneficiary thereof, and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit each of their respective successors and permitted assigns. Neither No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligation except as permitted by this Section 14.12. (b) Subject to the provisions of this Section and in accordance with applicable Law, any Lender may, in the ordinary course of its commercial banking business, at any time sell to one or more Persons that is not a Company or an Affiliate of a Company or Competitor (each a “Participant”) participating interests in its portion of the Obligation. The selling Lender shall remain a “Lender” under this Agreement (and the Participant shall not constitute a “Lender” under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Papers and shall remain the holder of its share of the Principal Debt for all purposes under this Agreement. Borrower and Administrative Agent shall continue to deal solely and directly with the selling Lender in connection with that Lender’s Rights and obligations under the Loan Papers. Participants have no Rights under the Loan Papers, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of Section 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to that Lender under Section 3 calculated as though no participations have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Papers, reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement), or releases a material portion of the Collateral, if any, for the Obligation (other than releases of collateral permitted by Section 13.11(e)). However, if a Participant is entitled to the benefits of Section 3 or a Lender grants Rights to its Participants to approve amendments to or waivers of the Loan Papers respecting the matters described in the previous sentence, then that Lender must include a voting mechanism in the relevant participation agreement whereby a majority of its portion of the Obligation (whether held by it or participated) shall control the vote for all of that Lender’s portion of the Obligation. Except in the case of the sale of a participating interest to another Lender, the relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participations in, or otherwise encumbering its portion of the Obligation. (c) Subject to the provisions of this Section, any Lender may at any time, in the ordinary course of its commercial banking business, (i) without the consent of Borrower or Administrative Agent, assign all or transfer any part of its Rights and obligations under the Loan Papers to any of its rights Affiliates or obligations hereunder without any other Lender (each a “Purchaser”) and (ii) upon the prior written consent of all the Lenders. Borrower (bwhich will not be unreasonably withheld or delayed, or be required if a Default under Section 11.1 or Section 11.3 has occurred and is continuing) Each Lender may and Administrative Agent (which will not be unreasonably withheld or delayed), assign to one any other Person that is not (A) a Company or more assignees an Affiliate of a Company or (B) a Competitor (each of which is also a “Purchaser”) a proportionate part (not less than the greater of (x) $5,000,000 or (y) its remaining balance, and an integral multiple of $1,000,000) of all or a portion any part of its interests, rights Rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term the Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it)Papers; provided, however, that if an assigning Lender is assigning less than all of its remaining balance, such assigning Lender must retain an obligation hereunder to fund at least $10,000,000 of the Facility, unless otherwise agreed by the Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed). In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of the attached Exhibit G. Each assignment under this Section 14.12(c) shall include a ratable interest in the assigning Lender’s Rights and obligations under the Facility. Upon (i) except in the case delivery to Borrower and Administrative Agent (A) of an assignment agreement electronically executed and delivered via an electronic settlement system acceptable to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent or (B) an assignment agreement manually executed and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment payment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) from the assignee, if it shall not be a Lender, shall deliver transferee to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recordingAgent, from and after the assignment’s effective date specified in each Assignment and Acceptance, (which effective date shall be at least five Business Days after the execution thereofdate of delivery), (x) the assignee thereunder Purchaser shall for all purposes be a Lender party hereto and, to this Agreement and shall have all the extent provided in such Assignment and Acceptance, have the rights Rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, under this Agreement to the same extent provided as if it were an original party to this Agreement with commitments as set forth in such assignmentthe assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement (to a corresponding extent, and, except as provided in the case following sentence, no further consent or action by Borrower, Lenders or Administrative Agent shall be required. Upon the consummation of an Assignment any transfer to a Purchaser under this clause (c), the then-existing Schedule 1 shall automatically be deemed to reflect the name, address, and Acceptance covering all or Committed Sum of such Purchaser, Borrower shall execute and deliver to each of the remaining portion transferor Lender and the Purchaser a Facility Note in the face amount of an assigning Lender's rights and obligations its respective Committed Sum under the Facility following transfer, and, upon receipt of its new Facility Note, the transferor Lender shall return to Borrower the Facility Note previously delivered to it under this Agreement, such . A Purchaser is subject to all the provisions in this Section as if it were a Lender shall cease signatory to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata Agreement as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value date of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain Any Lender may at one any time, without the consent of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Borrower or Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for assign all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any part of its Rights under the Loan Papers to a Federal Reserve Bank without releasing the transferor Lender at any reasonable time and from time to time upon reasonable prior noticeits obligations thereunder. (e) Upon its receipt The words “execution,” “signed,” “signature,” and words of an Assignment like import in any assignment agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and Acceptance executed by an assigning Lender as provided for in any applicable law, including the Federal Electronic Signatures in Global and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b)National Commerce Act, the Administrative Agent shallNew York State Electronic Signatures and Records Act, if such Assignment and Acceptance has been completed and is in or any other similar state laws based on the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110Uniform Electronic Transactions Act.

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers Debtors or the Lenders Bank that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Borrower The Debtors may not assign or transfer any of its their rights or obligations hereunder without the prior written consent of all the LendersBank. (b) Each Lender The Bank, without the consent of the Debtors, may assign sell participations to one or more assignees banks or other entities in all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan Revolving Credit Commitment and the Loans owing to it and the Notes held by it), and shall give the Debtors notice of any such sale prior to the consummation thereof. (c) Notwithstanding any other provision therein, the Bank may, in connection with any participation or proposed participation pursuant to this Section 10.3, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Debtors furnished to the Bank by or on behalf of the Debtors in connection with this Agreement; provided that prior to any such disclosure, each such participant or proposed participant shall agree to preserve the confidentiality of any confidential information relating to the Debtors received from such Bank. (d) The Bank may assign, to any one or more financial institutions with the prior written consent of the Debtors (which shall not be unreasonably withheld), all or a portion of any its interests, rights and obligations under this Agreement and the Security Documents (including, without limitation, all or a portion of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all of the assigning LenderBank's rights and obligations under this Agreement Agreement, which shall include the same interest in respect of its Revolving Credit Commitment, Revolving Credit the Loans and participations in Letters of Credit to be assignedNotes, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (ivii) the parties 94-350-4C:delamend3/4/96 59 to each such assignment 113 108 shall execute and deliver to the Administrative AgentBank, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnairefee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 the Bank hereby and under the Security Documents and (y) the assigning Lender assignor Bank thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an the assigning LenderBank's rights and obligations under this Agreement, such Lender Bank shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other). (ce) By executing and delivering an Assignment and Acceptance, the Lender Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender the Bank assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this the Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of this Agreement, the other Credit Documents or any other Loan Document Collateral with respect thereto or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such Lender the Bank assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Debtors or the performance or observance by the Loan Parties Debtors of any of their obligations under this Agreement or any of the other Credit Documents or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this AgreementAgreement and of the Security Documents, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative AgentBank, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions decision in taking or not taking action under this Agreement; (viv) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, Bank to take such action as an agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent Bank by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender the Bank and an assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent Bank shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) abovecompleted, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Debtors. Within five Business Days after receipt of such notice, the Debtors, at their own expense, shall execute and 115 110deliver to the Bank in exchange for the surrendered Note or Notes a new Note or 94-350-4C:delamend3/4/96 60 Notes to the order of such assignee in an amount equal to its portion of the Term Loan and the Revolving Credit Commitment, as the case may be, assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank has retained any Commitment hereunder, a new Note or Notes to the order of the assigning Bank in an amount equal to the Term Loan and the Revolving Credit Commitment, as the case may be, retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment. Cancelled Notes shall be returned to the Debtors. (g) Notwithstanding any other provision herein, the Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.3, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Debtors furnished to the Bank by or on behalf of the Debtors in connection with this Agreement; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Debtors received from such Bank.

Successors and Assigns Participations. (a1) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Funding Agent, the Surety Provider and the Lenders and all future holders of the Loan Note and their respective successors and assigns. Neither Borrower , except that Recco may not assign or transfer any of its rights or obligations under this Agreement. PARCO may not assign its rights hereunder without prior notice to the prior written Surety Provider and without the consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment Recco and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance Surety Provider (which consents consent shall not be unreasonably withheld), ; provided that no such consent shall be required in the event of any assignment by PARCO to (i) an APA Bank pursuant to the Asset Purchase Agreement or (ii) each such assignment a commercial paper vehicle administered by Chase. On and after the date hereof, the Funding Agent shall notify Recco and the Surety Provider of a Revolving Credit any new or exiting APA Banks. (2) Any APA Bank may, in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Loan owing to it, the Loan Note, its Commitment or any Revolving Credit Exposure other interest of such APA Bank hereunder and under the other Operative Documents. In the event of any such sale by an APA Bank of participating interests to a Participant, such APA Bank's obligations under this Agreement to the other parties hereto shall be remain unchanged, such APA Bank shall remain solely responsible for the performance thereof, such APA Bank shall remain the holder of a constantthe Loan Note for all purposes under this Agreement and the other Operative Documents, and not a varying, percentage of all the assigning LenderRecco shall continue to deal solely and directly with such APA Bank in connection with such APA Bank's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, other Operative Documents. Recco agrees that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations amounts outstanding under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110the

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of Borrowers, Agent, each Lender, all future holders of the Obligations and their respective successors and assigns. Neither , except that no Borrower may assign or transfer all or any part of its rights or delegate all or any part of its obligations hereunder under this Agreement without the prior written consent of all the LendersAgent and each Lender. (b) Each Lender may at any time and from time to time sell participating interests in the Advances to other Persons (each such transferee or purchaser of a participating interest, a “Participant”). Each Participant may exercise all rights of payment (including rights of set-off) with respect to the portion of such Advances held by it or other Obligations payable hereunder as fully as if such Participant were the direct holder thereof provided that (i) Borrowers shall not be required to pay to any Participant more than the amount which it would have been required to pay to Lender which granted an interest in its Advances or other Obligations payable hereunder to such Participant had such Lender retained such interest in the Advances hereunder or other Obligations payable hereunder unless the sale of the participation to such Participant is made with the Borrower’s prior written consent, and (ii) in no event shall Borrowers be required to pay any such amount arising from the same circumstances and with respect to the same Advances or other Obligations payable hereunder to both such Lender and such Participant. (c) Any Lender, with the written consent of Agent and Borrowing Agent (which consent shall not be (i) unreasonably withheld or (ii) required after the occurrence and during the continuation of an Event of Default), may sell, assign or transfer all or any part of its rights or delegate all or any part of its obligations under or relating to Advances under this Agreement and the Other Documents to one or more assignees all additional Persons and one or more additional Persons may commit to make Advances hereunder (each a portion “Purchasing Lender” and together with each Participant, the “Transferees” and each a “Transferee”), in minimum amounts of its interestsnot less than $500,000, rights pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and obligations under this Agreement (includingAgent and delivered to Agent for recording, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of each partial assignment shall be made as an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage proportionate part of all the assigning Lender's rights and obligations under this Agreement in with respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations Advances under this Agreement in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each which such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Lender has an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireinterest. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofdetermined pursuant to such Commitment 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 thereunder with a Commitment Percentage as set forth therein, and (yii) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentCommitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement (andto the extent, in and only to the case extent, necessary to reflect the addition of an Assignment such Purchasing Lender and Acceptance covering the resulting adjustment of the Commitment Percentages, arising from the purchase by such Purchasing Lender of all or the remaining a portion of an assigning Lender's the rights and obligations under this Agreement, of such transferor Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) and the Other Documents. Each Borrower hereby consents to the addition of such assignee represents Purchasing Lender and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies the resulting adjustment of the most recent 114 109 financial statements referred to in Section 3.05 Commitment Percentages arising from the purchase by such Purchasing Lender of all or delivered under Section 5.05 a portion of the rights and obligations of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such transferor Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated and the Other Documents. Borrowers shall execute and deliver such further documents and do such further acts and things in order to effectuate the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lenderforegoing. (d) The Administrative Agent shall maintain at one of its offices in The City of New York address 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 each Lender and the Revolving Credit Commitments ofoutstanding principal, accrued and principal amount of the Loans owing to, each Lender from time to time (the "Register")unpaid interest and other fees due hereunder. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowerseach Borrower, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Advance recorded therein for all the purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowing Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment Each Borrower authorizes each Lender to disclose to any Transferee and Acceptance executed by an assigning Lender any prospective Transferee any and an assignee together with any Note subject all financial information in such Lender’s possession concerning such Borrower which has been delivered to such assignment, and the fee referred Lender by or on behalf of such Borrower pursuant to this Agreement or in Section 9.03(b), the Administrative Agent shall, if connection with such Assignment and Acceptance has been completed and is in the form Lender’s credit evaluation of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110Borrower.

Successors and Assigns Participations. (a) Whenever in this This Agreement any shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto is referred to, such reference shall be deemed to include and the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assignsLenders. Neither Borrower may assign or transfer any of its Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all the Lenders. (b) Each Lender may assign No assignment or transfer of any Commitment or Loan shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitationsuch recordation, all amounts owed with respect to the applicable Commitment or a portion of its Rollover Term Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or all or a portion consent of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans Person who, at the time owing of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (c) Each Lender shall have the right at any time to it sell, assign or transfer, in whole or in part, any Commitment, Loan, Letter of Credit or any other Obligation: (i) upon the giving of notice to Administrative Agent, to another Lender, or to an Affiliate of the assigning Lender (or if such assigning Lender is a fund that invests in commercial or bank loans, another such investment fund managed or advised by the same investment advisor or an Affiliate thereof) or another Lender; or (ii) in the case of Term Loans (unless otherwise covered by clause (i) hereof), with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed) to any other Eligible Assignee (treating any two or more investment funds that invest in commercial loans and that are 123 managed or advised by the related participations same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee), in an aggregate amount of not less than $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Tranche C Term Loan, New Term Loans and other Obligations of the assigning Lender); or (iii) in each other case, with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed) to any other Eligible Assignee (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee), in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the Note or Notes held by itassigning Lender); provided, however, that upon the occurrence and during the continuance of an Event of Default with respect to Sections 8.1(a), 8.1(f) and 8.1(g), the consent of Company shall not be required under clauses (ii) and (iii) above. Notwithstanding the foregoing, the Swing Line Loan Commitment and the Swing Line Loans of Swing Line Lender may not be sold, assigned or transferred except to the extent contemplated by Section 9.7(b). (d) The assigning Lender and the assignee thereof shall execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $2,000 (treating any two or more investment funds that invest in commercial loans and that are managed or advised by the same investment advisor or by an Affiliate of such investment advisor as a single Eligible Assignee) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.20(c) and Section 2.20(d); provided, that notwithstanding the foregoing to the contrary, no processing fee shall be required to be paid with respect to assignments made pursuant to clause (ii) of the definition of "Eligible Assignee". Subject to Section 10.6(b), upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to herein and any forms, certificates or other evidence that such assignee may be required hereunder to deliver to Administrative Agent, Administrative Agent shall, if Administrative Agent and Company have consented to the assignment evidenced thereby (in each case to the extent such consent is required hereunder), (i) except accept such Assignment Agreement by executing a counterpart thereof as provided therein (which acceptance shall evidence any required consent of Administrative Agent to such assignment), (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to Company. Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it as provided in this Section 10.6(d). Anything contained herein to the contrary notwithstanding, in the case of an assignment to a Lender or an affiliate Affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 effective between such assigning Lender and its Affiliate immediately without compliance with the conditions for assignment under Sections 10.6(b) through (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lenderd), (iv) the parties but shall not be effective with respect to each such assignment 113 108 shall execute and deliver to the any Credit Party, Administrative Agent, any other Agent, any Issuing Bank, any Swing Line Lender or any Lender, and each Credit Party, Administrative Agent, each other Agent, each Issuing Bank, each Swing Line Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under Sections 10.6(b) through (d) have been complied with. (e) Each Lender listed on the signature pages hereof hereby represents and warrants, and each Lender executing and delivering an Assignment Agreement shall be deemed to represent and warrant as of the effective date of such Assignment Agreement, that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making or purchasing of loans such as the Loans; and (iii) it will make or purchase, as the case may be, its Loans for its acceptance and recording own account in the Registerordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, an Assignment and Acceptance, together with any Note subject to the provisions of this Section 10.6, the disposition of such assignment and a processing and recordation fee of $3,500 and Loans or any interests therein shall at all times remain within its exclusive control). (vf) the assignee, if it shall not be a Lender, shall deliver Subject to the Administrative Agent an Administrative Questionnaire. Upon such executionterms and conditions of this Section 10.6, delivery, acceptance and recording, from and after as of the effective date specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, Agreement: (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender "Lender" hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a "Lender" for all purposes hereof; (yii) the assigning Lender thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned thereby pursuant to such assignmentAssignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementhereunder, such Lender shall cease to be a party hereto. Assignments ; provided, anything contained in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner any of the interest being assigned thereby free Credit Documents to the contrary notwithstanding, Issuing Bank shall continue to have all rights and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility obligations as Issuing Bank with respect to any statements, warranties Letters of Credit issued by it until the cancellation or representations made in or in connection with this Agreement or expiration of such Letters of Credit and the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties reimbursement of any of their obligations under this Agreement or any other instrument or document furnished pursuant heretoamounts drawn thereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee represents and warrants that it is legally authorized to enter into any remaining Commitment of such Assignment assigning Lender; and Acceptance; (iv) if any such assignee confirms that it has received a copy of this Agreement, together with copies assignment occurs after the issuance of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee willNotes hereunder, independently and without reliance the assigning Lender shall, upon the Administrative Agenteffectiveness of such assignment or as promptly thereafter as practicable, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue surrender its applicable Notes to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent for cancellation, and thereupon new Notes shall be issued to the Collateral Agentassignee and/or to the assigning Lender, respectivelywith appropriate insertions, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to reflect the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all new Commitments and/or outstanding Loans of the obligations which by assignee and/or the terms of this Agreement are required to be performed by it as a assigning Lender. (dg) The Administrative Agent shall maintain at one In addition to the assignments and participations permitted under the provisions of this Section 10.6, any Lender may assign and pledge all or any portion of its offices in The City of New York a copy of each Assignment Loans, the other Obligations owed to such Lender, and Acceptance delivered its Notes to it and a register for the recordation any Federal Reserve Bank as collateral security pursuant to Regulation A of the names and addresses Board of Governors of the Lenders Federal Reserve System and the Revolving Credit Commitments ofany operating circular issued by such Federal Reserve Bank, and principal amount of the Loans owing to, each any Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders which is an investment fund may treat each person whose name is recorded in the Register as a Lender hereunder for pledge all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at portion of its Notes or Loans to its trustee (unless such trustee is Highland Capital Management, L.P. or any reasonable time and from time to time upon reasonable prior notice. (eof its Affiliates or Subsidiaries) Upon in support of its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject obligations to such assignment, and the fee referred trustee or to its indenture trustee in Section 9.03(b), the Administrative Agent shall, if support of its obligations to noteholders on whose behalf such Assignment and Acceptance has been completed and indenture trustee is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveacting; provided, (i) accept no Lender shall, as between Company and such Assignment Lender, be relieved of any of its obligations hereunder as a result of any such assignment and Acceptance, pledge and (ii) record in no event shall such Federal Reserve Bank or trustee be considered to be a "Lender" or be entitled to require the information contained assigning Lender to take or omit to take any action hereunder. (h) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Highland Capital Management, L.P. or any of its Affiliates or Subsidiaries) in, all or any part of its Commitments, Loans or Letters of Credit or participations therein or any other interest herein or in any other Obligation. The holder of any participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (i) the extension of the regularly scheduled maturity of any portion of the principal amount of or interest on any Loan or fees allocated to such participation or (ii) a reduction of the principal amount of or the rate of interest payable on any Loan or fees (other than any waiver of any increase in the Registerinterest rate applicable to any Loan pursuant to Section 2.9) allocated to such participation (it being understood that any change to the definition of Leverage Ratio or in the component definitions thereof shall not constitute a reduction in any interest rate), and 115 110all amounts payable by any Credit Party hereunder (including amounts payable to such Lender pursuant to Section 2.18(c), Section 2.19 or Section 2.20) shall be determined as if such Lender had not sold such participation. Each Credit Party and each Lender hereby acknowledge and agree that, solely for purposes of Sections 2.17 and Section 10.4, (1) any participation will give rise to a direct obligation of each Credit Party to the participant and (2) the participant shall be considered to be a "Lender".

Successors and Assigns Participations. (a) Whenever in This Agreement is a continuing obligation and shall be binding upon the Bank and the Borrower, and their respective successors, transferees and assigns, and shall inure to the benefit of and be enforceable by the Bank and the Borrower, and their respective successors, transferees and assigns; provided, however, that the Borrower may not assign all or any part of this Agreement without the prior written consent of the Bank, except that Borrower may assign any and all of its obligations to an entity it merges with as provided herein. This is intended to be a restriction on both the right and the power to assign, and any purported assignment not consented to by the Bank as herein required shall be void, shall confer no rights on the purported assignee and need not be recognized by the Bank. (b) The Bank may, without notice to or the consent of any party, sell, assign or otherwise dispose of all or any portion of its rights under the Borrower Documents to one or more parties which are banks, other than banks with no United States office or United States or state license, so long as such actions do not adversely affect any rating then borne by the Bonds or subject them to redemption or otherwise impair any of Borrower's rights under the parties hereto is referred Bonds. In the event all of such rights, remedies, powers, privileges, and duties are transferred to another person or entity (including, without limitation, any trustee or other fiduciary) where the Bonds retain their rating as of the time of such transfer, then such party shall succeed to and become vested with all rights, remedies, powers, privileges, and duties of the Bank under the Borrower Documents and, upon written notice thereof to the Borrower, the Bank shall thereupon be discharged and relieved from its duties and obligations hereunder and thereunder. The Borrower shall accord full recognition to any such assignment, and all rights and remedies of the Bank in connection with the interest so assigned shall be as fully enforceable by such assignee as they were by the Bank before such assignment. (c) The Bank may, without notice to or the consent of any party sell its interest in the Letter of Credit, in whole or in part, provided Borrower's rights under the Commitment Letter, the Borrower Documents or the documents evidencing the Bonds will not be modified thereby and provided no downgrade of the Bonds shall occur as a result thereof. Borrower hereby agrees to provide the Bank with reasonable cooperation it may require in the sale of Exhibit 4.30 participations in the Letter of Credit, including but not limited to, such reference shall be deemed supplying financial statements and other financial information and the documentation pertaining to include the successors and assigns issuance of such party; the Letter of Credit. Borrower hereby gives the Bank the right to provide potential participants with any and all covenantsinformation pertaining to Borrower and the Letter of Credit which may be required by the participant in evaluating the purchase of a loan participation. The terms and conditions at which participations are to be sold are to be determined at the Bank's sole discretion. (d) In connection with a sale or assignment pursuant to subsection (b) or (c) above, promises the Borrower hereby authorizes the Bank to disclose to any prospective or actual participants or transferees (each, a "Transferee") any and agreements all financial information in the Bank's possession concerning the Borrower which has been delivered to the Bank by or on behalf of the Borrowers or the Lenders that are contained in Borrower pursuant to this Agreement shall bind and inure or which has been delivered to the benefit of their respective successors and assigns. Neither Borrower may assign Bank by or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion on behalf of the related Revolving Credit Loans at Borrower in connection with the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount credit evaluation of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties Borrower prior to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be becoming a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, provided that the proposed transferee agrees to keep such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the otherinformation confidential. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrowers, the Lenders, the Administrative Agent, all future holders of the Notes, and their respective successors and assigns. Neither Borrower , except that the Borrowers may not assign or transfer any of its their rights or obligations hereunder under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Lender may with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, MasTec, which consent shall not be unreasonably withheld or delayed, assign to one or more assignees Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it) (provided that no consent shall be required with respect to any assignment to an Eligible Assignee as part of the assigning Lender's transfer of all or substantially all of its assets of a similar type in connection with any acquisition or divestiture or otherwise); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall in respect of its Revolving Credit no event be less than the Minimum Commitment (or the assigning Lender's entire remaining Commitment, Revolving Credit Loans and participations in Letters of Credit if less) (except that a Lender may assign less than the Minimum Commitment to be assignedits Affiliate), (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or Commitment that is retained by the entire amount assigning Lender (determined as of the Revolving Credit Loans, participations date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall in Letters of Credit and Revolving Credit Commitment of no event be less than the assigning Lender)Minimum Commitment, (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Register an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation the assigning Lender shall pay an assignment fee in the amount of $3,500 and 3,500, (v) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state, and (vi) the representation contained in Section 13.2 hereof shall be true with respect to any such proposed assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, or from and after the effective date specified in each Assignment and Acceptance, by the Administrative Agent (which effective date shall not be at least later than five Business Days after the execution delivery thereof), (xA) 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 hereunder, and (yB) the assigning Lender assignor thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties Borrowers or the performance or observance by the Loan Parties Borrowers of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 6.1(n) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documentand thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment and Ratable Share of, and principal amount of the Loans and Letter of Credit Obligations owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee Eligible Assignee and, if MasTec's consent is required, MasTec, together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveC, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and 115 110the Borrowers, and (vi) promptly deliver a copy of such Acceptance and Assignment to the Borrowers. As of the date specified by the Administrative Agent, but in any event within five Business Days after receipt of notice, the Borrowers shall execute and deliver to the Administrative Agent in exchange for the surrendered Note, a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by such Eligible Assignee pursuant to such Assignment and Acceptance and a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Note. Each surrendered Note shall be canceled and returned to the Borrowers. (f) Each Lender may sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment hereunder and the Loans owing to it and the Notes held by it); provided, however, that (i) each such participation (other than to a Lender's own Affiliate) shall be in an amount not less than the Minimum Commitment, (ii) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of the Notes held by it for all purposes of this Agreement, (v) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; provided, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release all or substantially all of the Collateral securing the Loans, and (vi) any such disposition shall not, without the consent of the Borrowers, require any Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the Loans or the Notes under the blue sky law of any state. The Lender selling a participation to any bank or other entity that is not an Affiliate of such Lender shall give prompt notice thereof to the Administrative Agent, the other Lenders and the Borrowers. (g) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this Section 13.1, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers, provided that, prior to any such disclosure, each such assignee, proposed assignee, participant or proposed participant shall agree with the Borrowers or such Lender (in the case of an agreement with only such Lender, the Borrowers shall be recognized as third party beneficiaries thereof) to preserve the confidentiality of any confidential information relating to the Borrowers received from such Lender.

Successors and Assigns Participations. (a) Whenever -------------------------------------- in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Borrower, any Guarantor, any Grantor, any ERISA Affiliate, any subsidiary of any thereof, the Borrowers Agent or the Lenders Lenders, that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Without limiting the generality of the foregoing, the Borrowers specifically confirm that any Lender may at any time and from time to time pledge or otherwise grant a security interest in any Loan or any Note (or any part thereof) to any Federal Reserve Bank. No Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders. (b) Each Lender Lender, without the consent of the Borrowers, may assign sell participations to one or more assignees banks or other entities in all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and Term Loan Commitment) and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in undrawn Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Banksuch Lender's obligations under this Agreement -------- ------- (including, the Administrative Agent without limitation, its Revolving Credit Commitment and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents Term Loan Commitment) shall not be unreasonably withheld)remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the banks or other entities buying participations shall be entitled to the cost protection provisions contained in Sections 2.10(a) (except to the extent that application of such Section 2.10(a) to such banks and entities would cause the Borrowers to make duplicate payments thereunder), 2.11 and 2.12 hereof, but only to the extent any of such Sections would be available to the Lender which sold such participation, and (iv) the Borrowers, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; provided, further, -------- ------- however, that each Lender shall retain the sole right and responsibility to ------- enforce the obligations of the Borrowers, Grantors and the Guarantors relating to the Loans, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement, other than amendments, modifications or waivers with respect to any fees payable hereunder or the amount of principal or the rate of interest payable on, or the dates fixed for any payment of principal of or interest on, the Loans or the release of all Collateral. (c) Each Lender may assign by novation, to any one or more banks or other entities without the prior written consent of the Borrowers but with the prior written consent of the Agent, all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Revolving Credit Commitment and Term Loan Commitment and the same portion of the Loans and undrawn Letters of Credit at the time owing to it and the Note or Notes held by it), provided, however, -------- ------- that (i) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement Agreement, which shall include the same percentage interest in respect of its Revolving Credit Commitmentthe Loans, Revolving Credit Loans and participations in Letters of Credit to be assignedand Notes, (iiiii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit Commitment and Revolving Credit Term Loan Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be in a minimum principal amount of $5,000,000 in the aggregate for the Revolving Credit Commitment and Term Loan Commitment of such Lender), and (iviii) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire5,000. Upon such execution, delivery, acceptance and recordingrecording and after receipt of the written consent of the Agent, from and after the effective date specified in each Assignment and Acceptance, which 107 effective date shall be at least five (5) Business Days after the execution thereof, (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 and under the other Loan Documents and (y) the assigning Lender which is assignor thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other). (cd) By executing and delivering an Assignment and Acceptance, the Lender which is assignor thereunder and the assignee thereunder confirm to to, and agree with with, each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby thereunder free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, perfection, genuineness, sufficiency or value of this Agreement, any the other Loan Document Documents or any Collateral with respect thereto or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties any Borrower, or any Grantor or Guarantor or the performance or observance by any Borrower, Grantor or the Loan Parties Guarantor of any of their respective obligations under this Agreement Agreement, any Guarantees or any of the other Loan Documents or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, any Guarantees and of the other Loan Documents, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (viv) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent the Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (de) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 12.01 hereof a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments Commitment and the Term Loan Commitment, of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). -------- The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and 108 the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is precisely in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveE annexed hereto, (i) accept such Assignment and Acceptance, (ii) record --------- the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Lenders and the Borrowers. Within five (5) Business Days after receipt of such notice, the Borrowers, at their own expense, shall execute and 115 110deliver to the Agent in exchange for each surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to its portion of the Term Loan Commitment and Revolving Credit Commitment, assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained any Term Loan Commitment and any Revolving Credit Commitment hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Term Loan Commitment and Revolving Credit Commitment, as the case may be, retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, or, with respect to the Term Notes, the principal amount of the Term Notes outstanding at such time as evidenced by the Term Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A and Exhibit B. Notes surrendered to the --------- --------- Borrowers shall be canceled by the Borrowers. (g) Notwithstanding any other provision herein, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.03, disclose to the assignee or participant or proposed assignee or participant, any information, including, without limitation, any Information, relating to the Borrowers furnished to such Lender by or on behalf of the Borrowers in connection with this Agreement; provided, however, that prior to any such disclosure, each such assignee or -------- ------- participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential Information relating to the Borrowers received from such Lender.

Successors and Assigns Participations. (a) Whenever in this Agreement any Each Loan Paper binds and inures to the benefit of the parties hereto is referred tothereto, such reference shall be deemed to include the successors any intended beneficiary thereof, and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit each of their respective successors and permitted assigns. Neither No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligation except as permitted by this SECTION 14.12. 50 (b) Subject to the provisions of this section and in accordance with applicable Law, any Lender may, in the ordinary course of its commercial banking business, at any time sell to one or more Persons (each a "PARTICIPANT") participating interests in its portion of the Obligation. The selling Lender shall remain a "Lender" under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Papers and shall remain the holder of its share of the Principal Debt for all purposes under this Agreement. Borrower and Agent shall continue to deal solely and directly with the selling Lender in connection with that Lender's Rights and obligations under the Loan Papers. Participants have no Rights under the Loan Papers, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of SECTION 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to that Lender under SECTION 3 calculated as though no participations have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification or waiver of any Loan Paper, except to the extent the amendment, modification or waiver extends the due date for payment of any principal, interest or fees due under the Loan Papers, reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement), or releases a material portion of the Collateral, if any, for the Obligation (other than releases of collateral permitted by SECTION 13.9(E)). However, if a Participant is entitled to the benefits of SECTION 3 or a Lender grants Rights to its Participants to approve amendments to or waivers of the Loan Papers respecting the matters described in the previous sentence, then that Lender must include a voting mechanism in the relevant participation agreement whereby a majority of its portion of the Obligation (whether held by it or participated) shall control the vote for all of that Lender's portion of the Obligation. Except in the case of the sale of a participating interest to another Lender, the relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participations in, or otherwise encumbering its portion of the Obligation. (c) Subject to the provisions of this section, any Lender may at any time, in the ordinary course of its commercial banking business, (i) without the consent of Borrower or Agent, assign all or transfer any part of its Rights and obligations under the Loan Papers to any of its rights or obligations hereunder without Affiliates (each a "Purchaser") and (ii) if no Default exists, upon the prior written consent of all the Lenders. Borrower and Agent (b) Each Lender may which will not be unreasonably withheld), assign to one any other Person that is not a business competitor of any Company (each of which is also a "PURCHASER") a proportionate part (not less than the greater of (x) $5,000,000 or more assignees (y) its remaining balance, and an integral multiple of $1,000,000) of all or a portion any part of its interests, rights Rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term the Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it)Papers; provided, however, that such assigning Lender must retain an obligation hereunder to fund at least $5,000,000 of the Facilities, unless otherwise agreed by the Borrower and Agent (i) except in the case of an assignment such consent not to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld). In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of the attached EXHIBIT G. Each assignment under this SECTION 14.12 (iiC) each such assignment of shall include a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all ratable interest in the assigning Lender's rights Rights and obligations under this Agreement in respect both Facility A and Facility B. Upon (i) delivery of its Revolving Credit Commitment, Revolving Credit Loans an executed copy of the assignment agreement to Borrower and participations in Letters of Credit to be assigned, Agent and (iiiii) in the case payment of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) 2,500 from the assignee, if it shall not be a Lender, shall deliver transferee to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recordingAgent, from and after the assignment's effective date specified in each Assignment and Acceptance, (which effective date shall be at least five Business Days after the execution thereofdate of delivery), (x) the assignee thereunder Purchaser shall for all purposes be a Lender party hereto and, to this Agreement and shall have all the extent provided in such Assignment and Acceptance, have the rights Rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, under this Agreement to the same extent provided as if it were an original party to this Agreement with commitments as set forth in such assignmentthe assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement (to a corresponding extent, and, except as provided in the case following sentence, no further consent or action by Borrower, Lenders or Agent shall be required. Upon the consummation of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations any transfer to a Purchaser under this AgreementCLAUSE (C), the then-existing SCHEDULE 1 shall automatically be deemed to reflect the name, address, and Committed Sum of such Purchaser, Agent shall deliver to Borrower and Lenders an amended SCHEDULE 1 reflecting those changes, Borrower shall execute and deliver to each of the transferor Lender and the Purchaser a Facility A Note and a Facility B Note in the face amount of its respective Committed Sum under Facility A and Facility B following transfer, and, upon receipt of its new Facility A Note and Facility B Note, the transferor Lender shall cease return to be Borrower the Facility A Note and Facility B Note previously delivered to it under this 51 Agreement. A Purchaser is subject to all the provisions in this section as if it were a party hereto. Assignments in accordance with Lender signatory to this paragraph are not required to be made pro rata Agreement as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value date of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain Any Lender may at one any time, without the consent of Borrower or Agent, assign all or any part of its offices in The City of New York Rights under the Loan Papers to a copy of each Assignment and Acceptance delivered to it and a register for Federal Reserve Bank without releasing the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each transferor Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior noticeits obligations thereunder. (e) Upon Notwithstanding any contrary provision in this Agreement, a Lender may not sell or participate any of its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject interests for a purchase price that, directly or indirectly, reflects a discount from face value, without first offering the sale or participation to such assignment, and the fee referred to in Section 9.03(bother Lenders on a Pro Rata basis (which must be accepted or rejected within five (5) Business Days after the offer), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110.

Successors and Assigns Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all All covenants, promises and agreements by or on behalf of the Borrowers Borrowers, the Agent or the Lenders Banks that are contained in this Agreement and the other Loan Documents shall bind and inure to the benefit of their respective successors and permitted assigns. Neither No Borrower may assign or transfer any of its rights or obligations hereunder under the Loan Documents without the prior written consent of all the LendersBanks. (b) Each Lender Bank may sell participations to one or more banks or other financial institutions in all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment, the Loans and the Obligations of the Borrower owing to it and the Notes held by it and participations in Letters of Credit held by it); PROVIDED, HOWEVER, that (i) the selling Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrowers, the Agent and the other Banks shall continue to deal solely and directly with the selling Bank in connection with such Bank's rights and obligations under this Agreement and the other Loan Documents, and (iv) such Bank will not in any way agree with such participant to restrict such Bank's voting rights hereunder. No participant shall be a third party beneficiary of this Agreement and shall not be entitled to enforce any rights provided to its selling Bank against the Borrowers under this Agreement. (c) Subject to the approval of the Agent and, provided that no Default or Event of Default has occurred, the Parent, (in each case, such consent not to be unreasonably withheld or delayed), and upon payment by the assigning Bank to the Agent for its own account an assignment fee of $2,500, a Bank may assign to one or more assignees banks or other financial institutions (including any Bank) all or a portion of its interests, rights rights, and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans and other Obligations of the Borrowers at the time owing to it and the related Notes held by it and participations in Letters of Credit and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) except in the case of an each such assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure less than $5,000,000 and shall be of a constant, and not a varying, percentage of all the assigning LenderBank's Commitment, rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (ivii) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and Acceptance substantially in the form of EXHIBIT E hereto (an "Assignment and Acceptance"), together with and any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaireassignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender Bank hereunder and under the other Loan Documents and (y) the assigning Lender assignor Bank thereunder shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Acceptance covering all or of the remaining portion of an assigning LenderBank's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender Bank shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other). (cd) By executing and delivering an Assignment and Acceptance, the Lender Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claimclaim known to such Bank, such Lender Bank assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any the other Loan Document Documents or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such Lender Bank assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties any Borrower or the performance or observance by the Loan Parties of any of their its obligations under this Agreement or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, Agreement together with copies of the most recent 114 109 financial statements referred delivered pursuant to in Section 3.05 or delivered under Section 5.05 Sections 9.1(a) and 9.1(b) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (viv) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral any Agent, such Lender Bank assignor or any other Lender Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this AgreementAgreement and the other Loan Documents; (viv) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf of such assignee and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Documenthereof, together with such powers as are reasonably incidental thereto; and (viivi) such assignee agrees that it will perform in accordance with their its terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a LenderBank. Upon the Agent's knowledge of an assignee becoming a Bank hereunder, the Agent shall give notice thereof to the Parent. (de) The Administrative Agent shall maintain at one of its offices in The City of New York Domestic Lending Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders Banks and the Revolving Credit Commitments of, and principal amount of the Loans and other Obligations owing to, each Lender Bank from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders Banks may treat each person Person whose name is recorded in the Register as a Lender Bank hereunder for all purposes of this AgreementAgreement and the other Loan Documents. The Register shall be available for inspection by the Borrowersany Borrower, the Collateral Agent, the Issuing any Bank or any Lender the Agent at any reasonable time and from time to time upon reasonable prior notice. (ef) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender Bank and an assignee together with any Note the Notes subject to such assignment and the written consent to such assignment, and upon payment in full of the assignment fee referred pursuant to in Section 9.03(b13.11(c), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is substantially in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) aboveEXHIBIT E hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice thereof to the Banks and the Borrower. Within five (5) Business Days after receipt of such notice, the Borrowers shall, at the expense of the assignee, execute and 115 110deliver to the Agent in exchange for the surrendered Notes a new Note to the order of such assignee in an amount respectively equal to their portion of the Commitment of the assigning Bank assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank has retained any of its Commitments hereunder, a new Note to the order of the assigning Bank in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of EXHIBIT B hereto. Cancelled Notes shall be returned to the Parent. (g) Notwithstanding any other provision herein, any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 13.11 disclose to the assignee or participant or proposed assignee or participant, any information relating to any Borrower furnished to such Bank by or on behalf of any Borrower. (h) Anything in this Section 13.11 to the contrary notwithstanding, any Bank may at any time, without the consent of the Borrowers or the Agent, assign and pledge all or any portion of its Commitments and the Loans owing to it to any Federal Reserve Bank or the United States Treasury (and its transferees) as collateral security pursuant to Regulation A and any Operating Circular issued by the Federal Reserve System or such Federal Reserve Bank. No such assignment and/or pledge shall release the assigning and/or pledging Bank from its obligations hereunder. (i) All transfers of any interest in any Note hereunder shall be in compliance with all federal and state securities laws, if applicable. Notwithstanding the foregoing sentence, however, the parties to this Agreement do not intend that any transfer under this Section 13.11 be construed as a "purchase" or "sale" of a "security" within the meaning of any applicable federal or state securities laws.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, all future holders of the Revolving Credit Notes and their respective successors and assigns. Neither Borrower , except that the Company may not assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all the Lenderseach Lender. (b) Each Any Lender may assign may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more assignees all banks or other financial institutions ("Participants") participating interests in any Revolving Credit Loan owing to such Lender, any Revolving Credit Note held by such Lender, any Revolving Credit Commitment of such Lender or any other interest of such Lender hereunder. In the event of any such sale by a portion Lender of its interestsparticipating interests to a Participant, rights and such Lender's obligations under this Agreement (includingto the other parties under this Agreement shall remain unchanged, without limitationsuch Lender shall remain solely responsible for the performance thereof, all or a portion of its Rollover Term Loan or all or a portion such Lender shall remain the holder of any of its such Revolving Credit Commitment Note for all purposes under this Agreement, and the same portion of the related Revolving Credit Loans at the time owing to it Company and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent shall continue to deal solely and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each directly with such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender in connection with such Lender's rights and obligations under this Agreement Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.07, 3.08 and 3.09 with respect to its participation in respect of its the Revolving Credit Commitment, Commitments and in the Revolving Credit Loans and participations in Letters of Credit outstanding from time to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (time; provided, however, that no Participant shall be entitled to receive any assignment may greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in any event be equal to respect of the entire amount of the Rollover Term Loan participation transferred by such transferor Lender to such Participant had no such transfer occurred. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except the entire amount transferor Lender may provide in its agreement with the Participant that such Lender will not, without the consent of the Revolving Credit LoansParticipant, participations agree to any amendment or waiver described in Letters clause (a) through clause (h) of Credit Section 11.04. (c) Subject to the last sentence of this paragraph (c) any Lender may, in the ordinary course of its commercial banking business and Revolving Credit Commitment in accordance with applicable law, at any time sell to any Lender or any domestic banking affiliate thereof, and, with the consent of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for and, so long as no Default or Event of Default shall have occurred and be continuing, the Company (which in each case shall not be unreasonably withheld, delayed or conditioned) to one or more additional banks or financial institutions ("Purchasing Lenders") all or any part of its acceptance rights and recording in obligations under this Agreement and the Register, Revolving Credit Notes pursuant to an Assignment and AcceptanceAcceptance Agreement, together with any Note subject to executed by such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Purchasing Lender, shall deliver such transferor Lender and the Administrative Agent (and, in the case of an Assignment and Acceptance Agreement relating to a Purchasing Lender that is not then a Lender or a domestic banking affiliate thereof, also executed by the Company), and delivered to the Administrative Agent an Administrative Questionnairefor its acceptance. Upon such execution, delivery, delivery and acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofAcceptance Agreement, (xi) the assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder with Revolving Credit Commitments as set forth therein and (yii) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentAssignment and Acceptance Agreement, be released from its obligations under this Agreement arising after such transfer (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 Agreement, such transferor Lender shall cease to be a party heretohereto except as to Sections 3.07, 3.08, 3.09 and 11.03 for the period prior to the effective date). Assignments in accordance with Such Assignment and Acceptance Agreement shall be deemed to amend this paragraph are not required Agreement to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one handextent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Proportions arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under or in respect of this Agreement and the Revolving Credit Notes. Upon the request of the Purchasing Lender, the Company shall execute and deliver to the Administrative Agent, in exchange for any surrendered Revolving Credit Notes, new Revolving Credit Notes to the order of such Purchasing Lender in an amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance Agreement and, if the transferor Lender has retained any Revolving Credit Commitment and hereunder, upon the request of such transferor Lender a new Revolving Credit ExposureNote to the order of the transferor Lender in an amount equal to such Revolving Credit Commitment retained by it hereunder. Any new Revolving Credit Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Credit Notes, on shall be dated the other. effective date specified in the Assignment and Acceptance Agreement and shall otherwise be in the form of the Revolving Credit Notes replaced thereby. The Revolving Credit Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company marked "cancelled". Anything in this Section 11.05 to the contrary notwithstanding, (i) no transfer to a Purchasing Lender shall be made pursuant to this paragraph (c) By executing and delivering an Assignment and Acceptance, the if such transfer by any one transferor Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: any one Purchasing Lender (i) other than the representation and warranty that it a Purchasing Lender which is the legal and beneficial owner a Lender hereunder prior to such transfer) (x) is in respect of less than $7,500,000 of the interest being assigned thereby free Revolving Credit Commitments of such transferor Lender or (y) if less than all of the Revolving Credit Commitment of such transferor Lender is transferred, after giving effect to such transfer the amount held by any Transferor Lender would be less than $5,000,000 and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such each transfer to a Purchasing Lender assignor makes no representation or warranty and assumes no responsibility shall be made in the same pro-rata portion with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderRevolving Credit Commitment. (d) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 11.01 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 Revolving Credit Commitments commitments of, and principal amount of the Revolving Credit Loans owing to, each Lender from time to time (the "Register")time. The entries in the Register shall be conclusive, in the absence of manifest demonstrable error, and the BorrowersCompany, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Revolving Credit Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Agreement 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 Affiliate thereof, by the Company) together with any Note subject payment by the Purchasing Lender to such assignment, the Administrative Agent of a registration and processing fee of $3,500 if the fee referred Purchasing Lender is not a Lender prior to in Section 9.03(b)the execution of an Assignment and Acceptance Agreement and $2,500 if the Purchasing Lender is a Lender prior to the execution of an Assignment and Acceptance Agreement, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, shall (i) accept such Assignment and AcceptanceAcceptance Agreement, (ii) record the information contained therein in the Register, and 115 110(iii) give prompt notice of such acceptance and recordation to the Lenders and the Company. (f) Subject to Section 11.12 hereof, the Company 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 Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender's credit evaluation of the Company and its Subsidiaries prior to entering into this Agreement. (g) If, pursuant to this Section 11.05, any interest in this Agreement, a participation agreement, or any Revolving Credit Note is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor 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 transferor Lender with respect to any payments to be made to such Transferee in respect of the Revolving Credit Loans, (ii) to furnish to the Administrative Agent, the transferor Lender and the Company either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein such Transferee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the Administrative Agent, the transferor Lender and the Company) to provide the Administrative Agent, the transferor Lender and the Company a new Form W-8ECI or Form W-8BEN 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 such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (h) Any Lender may at any time pledge or assign or grant a security interest in all or any part of its rights under this Agreement and the other Loan Documents, including any portion of its Revolving Credit Notes, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, provided that no such assignment shall release the transferor Lender from its Revolving Credit Commitments or its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party to this Agreement.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns. Neither Borrower , except that the Company may not assign or transfer any of its rights or obligations hereunder under this Agreement or any other Loan Document without the prior written consent of all the Lenderseach Lender and any such assignment without such consent shall be null and void. (b) Each Any Lender may assign may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more assignees banks or other financial institutions (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement to the other parties under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement, and 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 Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 3.07, 3.08 and 3.10 hereof with respect to its participation in the Commitments and in the Loans and Letters of Credit outstanding from time to time; provided, however, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except the transferor Lender may provide in its agreement with the Participant that such Lender will not, without the consent of the Participant, agree to any amendment or waiver described in clause (a) through clause (h) of Section 10.04 hereof. (c) Subject to the last two sentences of this paragraph (c) any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender, any Affiliate of any Lender or any Approved Fund, and, with the consent of the Administrative Agent, and, so long as no Default or Event of Default shall have occurred and be continuing, the Company (which in each case shall not be unreasonably withheld, delayed or conditioned), to one or more additional banks or other financial institutions (“Purchasing Lenders”) all or a portion any part of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing Notes pursuant to it an Assignment and Acceptance Agreement, executed by such Purchasing Lender, such transferor Lender and the related participations in Letters of Credit and the Note or Notes held by it); providedAdministrative Agent (and, however, that (i) except in the case of an assignment Assignment and Acceptance Agreement relating to a Purchasing Lender that is not then a Lender or an a domestic banking affiliate of a Lender or for an assignment thereof, also executed by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheldCompany), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver delivered to the Administrative Agent an Administrative Questionnairefor its acceptance. Upon such execution, delivery, delivery and acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofAcceptance Agreement, (xi) the assignee Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder with Commitments as set forth therein and (yii) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentAssignment and Acceptance Agreement, be released from its obligations under this Agreement arising after such transfer (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender's ’s rights and obligations under this Agreement, such transferor Lender shall cease to be a party heretohereto except as to Sections 3.07, 3.08, 3.10 and 10.03 hereof for the period prior to the effective date). Assignments in accordance with Such Assignment and Acceptance Agreement shall be deemed to amend this paragraph are not required Agreement to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one handextent, and Revolving Credit Commitment and Revolving Credit Exposureonly to the extent, on necessary to reflect the other. (c) By executing and delivering an Assignment and Acceptance, the addition of such Purchasing Lender assignor thereunder and the assignee thereunder confirm to resulting adjustment of Commitment Proportions arising from the purchase by such Purchasing Lender of all or a portion of the rights and agree with each other obligations of such transferor Lender under or in respect of this Agreement and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation Notes. On or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect prior to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into effective date specified in such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Acceptance Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make Company, at its own credit analysis expense, shall execute and decision deliver to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, in exchange for each surrendered Note, new Notes to the Collateral Agentorder of such Purchasing Lender in an amount equal to the Commitments assumed by it pursuant to such Assignment and Acceptance Agreement and, if the transferor Lender has retained any Commitment hereunder, a new Note to the order of the transferor Lender in an amount equal to such Commitment retained by it hereunder. Such new Notes shall be in a principal amount equal to the principal amount of such surrendered Note, shall be dated the effective date specified in the Assignment and Acceptance Agreement and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender assignor or any other shall be returned by the Administrative Agent to the Company marked “cancelled”. Anything in this Section 10.05 to the contrary notwithstanding, no transfer to a Purchasing Lender and based on such documents and information as it shall deem appropriate at the timebe made pursuant to this paragraph (c), continue to make its own credit decisions in taking or not taking action under this Agreement; if (vix) such assignee appoints and authorizes transfer by any one transferor Lender to any one Purchasing Lender (other than a Purchasing Lender which is a Lender hereunder prior to such transfer) is in respect of less than $5,000,000 of the Commitments of such transferor Lender or (y) after giving effect to such transfer the amount held by any transferor Lender would be less than $5,000,000. Notwithstanding any of the foregoing of this paragraph (c) to the contrary, any assignment of any Swingline Commitment by any Lender shall require the prior approval of the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Swingline Lender. (d) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 10.01 hereof 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 Revolving Credit Commitments commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register")time. The entries in the Register shall be conclusive, in the absence of manifest error, demonstrable error and the BorrowersCompany, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Loans recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance Agreement 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 together with any Note subject to such assignmentAffiliate thereof, and by the fee referred to in Section 9.03(bCompany), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, shall (i) accept such Assignment and AcceptanceAcceptance Agreement, (ii) record the information contained therein in the Register, and 115 110(iii) give prompt notice of such acceptance and recordation to the Lenders and the Company. (f) The Company 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 Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender’s credit evaluation of the Company and its Subsidiaries prior to entering into this Agreement. (g) If, pursuant to this Section 10.05, any interest in this Agreement, a participation agreement, or any Note is transferred to any transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor 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 transferor Lender with respect to any payments to be made to such Transferee in respect of the Loans, (ii) to furnish to the Administrative Agent, the transferor Lender and the Company either U.S. Internal Revenue Service Form W-8ECI or U.S. Internal Revenue Service Form W-8BEN (wherein such Transferee claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to agree (for the benefit of the Administrative Agent, the transferor Lender and the Company) to provide the Administrative Agent, the transferor Lender and the Company a new Form W-8ECI or Form W-8BEN 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 such Transferee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. (h) Any Lender may at any time pledge or assign or grant a security interest in all or any part of its rights under this Agreement and the other Loan Documents, including any portion of its Notes, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341, provided that no such assignment shall release the transferor Lender from its Commitments or its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party to this Agreement.

Successors and Assigns Participations. (a) Whenever in this This Agreement any shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto is referred to, such reference shall be deemed to include and the successors and assigns of such party; and all covenantsLenders. Except pursuant to transaction permitted by Section 6.7(a), promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither Borrower may assign or transfer any of its no Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all the Lenders. (b) Each Lender may assign Borrowers, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Loan Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Loan Commitment or Loan shall be effective unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been delivered to one or more assignees all or a portion of its interests, rights Administrative Agent and obligations under this Agreement (including, without limitationrecorded in the Register. Prior to such recordation, all amounts owed with respect to the applicable Loan Commitment or a portion of its Rollover Term Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or all or a portion consent of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans Person who, at the time owing of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Loan Commitments or Loans. (c) Each Lender shall have the right at any time to it sell, assign or transfer any Loan Commitment, any Loan or any other Obligation: (i) to any Person meeting the criteria of clause (i) of the definition of the term of "Eligible Assignee" upon the giving of notice to Holdings and Administrative Agent; and (ii) to any Person meeting the related participations in Letters criteria of Credit clause (ii) of the definition of the term of "Eligible Assignee" upon the consent of each of Holdings and the Note Administrative Agent (neither of which shall be unreasonably withheld or Notes held by itdelayed or shall be required at any time an Event of Default shall have occurred and then be continuing); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under pursuant to this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iiiSection 10.6(c)(ii) in the case of a partial assignment, each such assignment shall be in an aggregate amount which is of not less than $5,000,000 2,000,000 (unless NWS or such lesser amount as may be agreed to by Holdings and Administrative Agent or as shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to constitute the entire aggregate amount of the Rollover Term Loan or the entire amount of the Revolving Credit LoansCommitments, participations in Letters of Credit Loans and Revolving Credit Commitment other Obligations of the assigning Lender), . (ivd) The assigning Lender and the parties to each such assignment 113 108 assignee thereof shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and AcceptanceAgreement, together with any Note subject to such assignment and (i) a processing and recordation fee of $3,500 500 in the case of assignments pursuant to Section 10.6(c)(i), and $1,500 in the case of all other assignments, and (vii) the assigneesuch forms, certificates or other evidence, if it any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.20(c). (e) Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall not be record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Holdings, Borrowers and shall maintain a copy of such Assignment Agreement. (f) Each Lender, shall deliver upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the Loan Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Loan Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Loan Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the Administrative Agent an Administrative Questionnaire. Upon provisions of this Section 10.6, the disposition of such executionLoan Commitments Loans or any interests therein shall at all times remain within its exclusive control). (g) Subject to the terms and conditions of this Section 10.6, delivery, acceptance and recording, from and after as of the effective date "Effective Date" specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, Agreement: (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender "Lender" hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a "Lender" for all purposes hereof; (yii) the assigning Lender thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned thereby pursuant to such assignmentAssignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementhereunder, such Lender shall cease to be a party hereto. Assignments in accordance ); (iii) the Loan Commitments shall be modified to reflect the Loan Commitment of such assignee and any remaining Loan Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon the applicable Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with this paragraph are not required appropriate insertions, to be made pro rata as between reflect the new Loan Commitments and/or outstanding Loans of the assignee and/or the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (ch) By executing and delivering Each Lender shall have the right at any time to sell one or more participations to any Person in all or any part of its Loan Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Assignment and Acceptance, Affiliate of the Lender assignor thereunder and the assignee thereunder confirm granting such participation, shall not be entitled to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, require such Lender assignor makes no representation to take or warranty and assumes no responsibility omit to take any action hereunder except with respect to any statementsamendment modification or waiver described in Section 10.5(b) or 10.5(c) to the extent directly effect the Loan or Loan Commitment relating to the participation. All amounts payable by any Credit Party hereunder, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) including amounts payable to such Lender assignor makes no representation pursuant to Section 2.14 or warranty 2.15, shall be determined as if such Lender had not sold such participation. Each Credit Party and assumes no responsibility with respect each Lender hereby acknowledge and agree that, solely for purposes of Sections 2.12 and 10.4, (1) any participation will give rise to a direct obligation of each Credit Party to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; participant and (vii2) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required participant shall be considered to be performed by it as a "Lender". (di) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered In addition to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time any other assignment permitted pursuant to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above10.6, (i) accept any Lender may assign and pledge all or any portion of its Loans, the other Obligations owed to such Assignment Lender, and Acceptanceits Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank, and (ii) record with the information contained therein consent of Holdings and Administrative Agent any Lender which is an investment fund may pledge all or any portion of its Notes or Loans to its trustee in the Registersupport of its obligations to such trustee; provided, no Lender, as between Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and 115 110provided further, in no event shall the applicable Federal Reserve Bank or trustee be considered to be a "Lender" or be entitled to require the assigning Lender to take or omit to take any action hereunder.

Successors and Assigns Participations. (a) Whenever in this Agreement any Each Loan Document binds and inures to the benefit of the parties hereto is referred tothereto, such reference shall be deemed to include the successors any intended beneficiary thereof, and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit each of their respective successors and permitted assigns. Neither No Lender may transfer, pledge, assign, sell any participation in, or otherwise encumber its portion of the Obligation, except as permitted by this Section 13.11. (b) Subject to the provisions of this Section and in accordance with applicable law, any Lender having a Commitment equal to or greater than $10,000,000, or if the Total Commitment has been terminated, then Notes having outstanding Principal Debt equal to or greater than $10,000,000, may, in the ordinary course of its commercial banking business, at any time sell to one (1) or more Eligible Assignees (each a "Participant") participating interests in its portion of the Obligation; provided that (i) each such participation is not less than $10,000,000, and (ii) after giving effect to such participation, the Lender granting such participation shall retain a Commitment of at least $10,000,000, or if the Total Commitment has been terminated, then Notes having outstanding principal debt of at least $10,000,000. The selling Lender shall remain a "Lender" under this Agreement (and the Participant shall not constitute a "Lender" under this Agreement) and its obligations under this Agreement shall remain unchanged. The selling Lender shall remain solely responsible for the performance of its obligations under the Loan Documents and shall remain the holder of its share of the Principal Debt for all purposes under this Agreement. Borrower and Administrative Agent shall continue to deal solely and directly with the selling Lender in connection with such Lender's Rights and obligations under the Loan Documents. Participants have no Rights under the Loan Documents, other than certain voting Rights as provided below. Subject to the following, each Lender may obtain (on behalf of its Participants) the benefits of Section 3 with respect to all participations in its part of the Obligation outstanding from time to time so long as Borrower is not obligated to pay any amount in excess of the amount that would be due to such Lender under Section 3 calculated as though no participations have been made. No Lender may sell any participating interest under which the Participant has any Rights to approve any amendment, modification, or waiver of any Loan Document, except to the extent the amendment, modification, or waiver extends the due date for payment of any principal, interest, or fees due under the Loan Documents, reduces the interest rate or the amount of principal or fees applicable to the Obligation (except reductions contemplated by this Agreement), or releases any guaranty or collateral, if any, for the Obligation. However, if a Participant is entitled to the benefits of Section 3 or a Lender grants Rights to its Participants to approve amendments to or waivers of the Loan Documents respecting the matters described in the previous sentence, then such Lender must include a voting mechanism in the relevant participation agreement whereby a majority of its portion of the Obligation (whether held by it or participated) shall control the vote for all of such Lender's portion of the Obligation. Except in the case of the sale of a participating interest to another Lender, the relevant participation agreement shall prohibit the Participant from transferring, pledging, assigning, selling participations in, or otherwise encumbering its portion of the Obligation. (c) Subject to the provisions of this section, any Lender having a Commitment equal to or greater than $10,000,000, or if the Total Commitment has been terminated, then Notes having outstanding Principal Debt equal to or greater than $10,000,000, may at any time, in the ordinary course of its commercial banking business, (i) without the consent of Borrower or Agents, assign all or transfer any part of its Rights and obligations under the Loan Documents to any of its rights or obligations hereunder without Affiliates (each a "Purchaser"), and (ii) upon the prior written consent of all the Lenders. (b) Each Lender may Agents, and so long as no Default or Potential Default exists, Borrower, such consents not to be unreasonably withheld or delayed, assign to one or more assignees all or a portion any Eligible Assignee (each of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is also a "Purchaser") a proportionate part (not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) 10,000,000 and is an integral multiple of $1,000,000 1,000,000) of all or any part of its Rights and obligations under the Loan Documents; provided that unless the Lender granting such assignment is assigning all of its Commitments and Notes hereunder, after giving effect to such assignment, the Lender granting such assignment shall retain a Commitment of at least $10,000,000 (providedor if the Total Commitments have been terminated, howeverthen Notes having outstanding Principal Debt of at least $10,000,000). Notwithstanding the foregoing, that any assignment each Agent and Documentation Agent shall, at all times prior to its resignation or replacement as an Agent or Documentation Agent, as the case may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loansbe, participations in Letters of Credit and Revolving Credit hereunder, retain a minimum Commitment of the assigning Lender)lesser of (x) $30,000,000, and (ivy) ten percent (10%) of the parties Total Commitment, or if the Total Commitment has been terminated, then Notes having outstanding Principal Debt of at least the lesser of (x) $30,000,000, and (y) ten percent (10%) of the Total Principal Debt. In each case, the Purchaser shall assume those Rights and obligations under an assignment agreement substantially in the form of Exhibit E. Upon (i) delivery of an executed copy of the assignment agreement to each such assignment 113 108 shall execute Borrower and deliver to the Administrative Agent and (ii) unless waived by Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and payment of a processing and recordation fee of $3,500 and (v) from the assignee, if it shall not be a Lender, shall deliver transferor to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recordingAgent, from and after the assignment's effective date specified in each Assignment and Acceptance, (which effective date shall be at least five Business Days after the execution thereofdate of delivery), (x) the assignee thereunder Purchaser shall for all purposes be a Lender party hereto and, to this Agreement and shall have all the extent provided in such Assignment and Acceptance, have the rights Rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, under this Agreement to the same extent provided as if it were an original party to this Agreement with commitments as set forth in such assignmentthe assignment agreement, and the transferor Lender shall be released from its obligations under this Agreement (to a corresponding extent, and, except as provided in the case following sentence, no further consent or action by Borrower, Lenders or Administrative Agent shall be required. Upon the consummation of any transfer to a Purchaser under this Section 13.11(c), the then-existing Schedule 1 shall automatically be deemed to reflect the name, address, and Commitment of such Purchaser, Administrative Agent shall deliver to Borrower and Lenders an Assignment amended Schedule 1 reflecting those changes, Borrower shall execute and Acceptance covering all or deliver to each of the remaining portion transferor Lender and the Purchaser a Note in the face amount of an assigning Lender's rights and obligations its respective Commitment following transfer, and, upon receipt of its new Note, the transferor Lender shall return to Borrower the Note previously delivered to it under this Agreement, such . A Purchaser is subject to all the provisions in this Section as if it were a Lender shall cease signatory to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata Agreement as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value date of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain Any Lender may at one any time, without the consent of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Borrower or Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for assign all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any part of its Rights under the Loan Documents to a Federal Reserve Bank without releasing the transferor Lender at any reasonable time and from time to time upon reasonable prior noticeits obligations thereunder. (e) Upon No Lender may assign or participate all or any portion of its receipt Rights or obligations under this Agreement to any Company or any Affiliate of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110Company.

Successors and Assigns Participations. (a) Whenever in this This Agreement any shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto is referred to, such reference shall be deemed to include and the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assignsLenders. Neither Borrower may assign or transfer any of its No Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all the Lenders. (b1) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been delivered to and accepted by Administrative Agent and recorded in the Register. Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. (2) Each Lender may shall have the right at any time to sell, assign to one or more assignees transfer all or a portion of its interests, rights and obligations under this Agreement (Agreement, including, without limitation, all or a portion of its Rollover Term Loan Commitment or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the it, Note or Notes held by it); provided, howeveror other Obligation (provided that each such assignment shall be of a uniform, that and not varying, percentage of all rights and obligations under and in respect of any Loan and its related Commitments): (1) to any Person meeting the criteria of clause (i) of the definition of the term of "ELIGIBLE ASSIGNEE" upon the giving of notice to Borrower and Administrative Agent; and (2) to any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of assignments of Commitments and Loans to any such Person (except in the case of an assignment assignments made by or to a Lender or an affiliate GSCP) consented to by each of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Borrower and Administrative Agent and NWS must give their prior written (such consent by countersigning the Assignment and Acceptance (which consents shall not to be unreasonably withheld)withheld or delayed or, (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignmentBorrower, required at any time an Event of Default shall have occurred and then be continuing); provided that each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount which is of not less than (A) $5,000,000 (unless NWS or such 104 EXECUTION 111 lesser amount as may be agreed to by Borrower and Administrative Agent or as shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to constitute the entire amount of the Rollover Term Loan or the entire aggregate amount of the Revolving Credit LoansLoan Commitments, participations in Letters Revolving Loans and/or the aggregate amount of Credit the Delayed Draw Term Loan Commitments, Delayed Draw Term Loans and Revolving Credit Commitment other Obligations of the assigning Lender) with respect to the assignment of the Revolving Loan Commitments and Revolving Loans and/or the Delayed Draw Term Loan Commitments and Delayed Draw Term Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Borrower and the Administrative Agent or as shall constitute the aggregate amount of New Term Loans of the assigning Lender with respect to the assignment of New Term Loans) with respect to the assignment of New Term Loans and/or New Term Loan Commitments; provided further that after giving effect to such assignment, the assigning Lender shall have Commitments and Loans aggregating at least $2,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case unless otherwise agreed to the Borrower and the Administrative Agent. (iv3) The assigning Lender and the parties to each such assignment 113 108 assignee thereof shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and AcceptanceAgreement, together with any Note subject (i) unless otherwise agreed to such assignment and by Administrative Agent a processing and recordation fee of $750 in the case of assignments pursuant to Section 10.6(c)(i) and $3,500 in the case of all other assignments), and (vii) the assigneesuch forms, certificates or other evidence, if it any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.18(c). (4) Upon its receipt of a duly executed and completed Assignment Agreement, together with the processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this Agreement in connection therewith), Administrative Agent shall not be record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Borrower and shall maintain a copy of such Assignment Agreement. (5) Each Lender, shall deliver upon execution and delivery hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that it is an Eligible Assignee; it has experience and expertise in the making of or investing in commitments or loans such as the Revolving Loan Commitments or Loans, as the case may be; and it will make or invest in, as the case may be, its Revolving Loan Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Revolving Loan Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the Administrative Agent an Administrative Questionnaire. Upon provisions of this Section 10.6, the disposition of such executionRevolving Loan Commitments or Loans or any interests therein shall at all times remain within its exclusive control). (6) Subject to the terms and conditions of this Section 10.6, delivery, acceptance and recording, from and after as of the effective date "Effective Date" specified in each the applicable Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) Agreement: 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 "Lender" hereunder to the extent such rights and (y) obligations hereunder have been 105 EXECUTION 112 assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a "Lender" for all purposes hereof; the assigning Lender thereunder shall, to the extent provided in that rights and obligations hereunder have been assigned thereby pursuant to such assignmentAssignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementhereunder, such Lender shall cease to be a party hereto. Assignments ; provided that anything contained in accordance with this paragraph are not required any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be made pro rata entitled to the benefit of all indemnities hereunder as between specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); the Revolving Loan Commitments shall be modified to reflect the Revolving Loan Commitment of such assignee and any remaining Revolving Loan Commitment of such assigning Lender, if any; and if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Loan Commitments, new Delayed Draw Term Loan Commitments and/or outstanding Loans of the assignee and/or the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c7) By executing and delivering Each Lender shall have the right at any time to sell one or more participations to any Person (other than Company, any of its Subsidiaries or any of its Affiliates) in all or any part of its Revolving Loan Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Assignment and Acceptance, Affiliate of the Lender assignor thereunder and the assignee thereunder confirm granting such participation, shall not be entitled to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, require such Lender assignor makes no representation to take or warranty and assumes no responsibility omit to take any action hereunder except with respect to any statementsamendment, warranties modification or representations made waiver that would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with this Agreement a waiver of applicability of any post-default increase in interest rates) or reduce the executionprincipal amount thereof, legalityor 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 or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, validityand that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's participation is not increased as a result thereof), enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect consent to the financial condition of the Loan Parties assignment or the performance or observance transfer by the Loan Parties any Credit Party of any of their its rights and obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 release all or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms substantially all of the obligations Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. All amounts payable by any Credit Party hereunder, including amounts payable to such Lender pursuant to Sections 2.16(c), 2.17 or 2.18, shall be determined as if such Lender had not sold such participation. Each Credit Party and each Lender hereby acknowledge and agree that, solely for purposes of Sections 2.15 and 10.4, any participation will give rise to a direct obligation of each Credit Party to the terms of this Agreement are required participant and the participant shall be considered to be performed by it as a "Lender". (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered 8) In addition to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time any other assignment permitted pursuant to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above10.6, (i) accept any Lender may assign and pledge all or any portion of its Loans, the other Obligations owed to such Assignment Lender, and Acceptanceits Notes, if any, to secure obligations of such Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank, and this Section 10.6 shall not apply to any such pledge or assignment of a security interest; provided, (iix) record no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge and (y) in no event shall the information contained therein applicable pledgee or assignee be considered to be a "Lender" or be entitled to require the assigning Lender to take or omit to take any action hereunder and (z) any transfer of the rights and obligations of a "Lender" hereunder to any Person upon the foreclosure of any pledge or security interest referred to in this clause (i) may only be made pursuant to the provisions of Sections 10.6(c) through (e) governing assignments of interests in the Register, and 115 110Loans.

Successors and Assigns Participations. (a) Whenever in this This Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Borrower, the Lender, the Guarantors and all future holders of the Note and their respective successors and assigns. Neither , except that neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder under this Agreement without the prior written consent of all the LendersLender, and the Lender may not assign or transfer any of its rights or obligations under this Agreement without the prior consent of the Borrower (which consent shall not be unreasonably withheld). The parties to this Agreement acknowledge that the Lender has assigned and shall be permitted to continue to assign (without consent) to the Collateral Agent, as collateral agent for the benefit of the holders of any debt instruments issued by the Lender, its rights under this Agreement and the other Loan Documents (including its rights in the Collateral under the Pledge Agreement). (b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment The Borrower and the same portion Lender agree that the Lender may, from time to time, with the prior consent of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance Borrower (which consents consent shall not be unreasonably withheld), (ii) each such assignment sell a portion of a Revolving Credit Commitment or any Revolving Credit Exposure shall be the Lender's obligation to make Loans hereunder and of a constant, and not a varying, percentage of all the assigning Lender's rights hereunder and obligations under this Agreement the Loans and the Note, or grant participations herein and in the Loans and the Note. Any such assignee or participant may have the same rights as the Lender in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal rights granted to the entire amount of Lender hereunder. In such connection, it is agreed that the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it Lender shall not be responsible for a Lenderfailure by any such assignee or participant, and that each such assignee or participant shall deliver to not be responsible for a failure by the Administrative Agent an Administrative Questionnaire. Upon Lender (or another such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto andor participant), to the extent provided in such Assignment and Acceptancemake or fund, have the rights and obligations of a Lender hereunder and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in as the case of an Assignment and Acceptance covering all or the remaining may be, its pro rata portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term any Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, Every participant or assignee of the Lender assignor thereunder and shall provide the Borrower (A) prior to becoming a participant or assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than if the representation and warranty that it participant or assignee is incorporated or established under the legal and beneficial owner laws of a jurisdiction outside of the interest being assigned thereby free and clear United States, two duly completed copies of the United States Internal Revenue Form 4224 or 1001 (or, if the assignee or participant is not a bank, Form W-8) or successor applicable or required forms, in each case entitling the participant or assignee to receive payments under this Agreement without deduction or withholding of any adverse claimUnited States Federal income taxes and demonstrating the participant's or assignee's exemption from backup withholding tax, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition a duly completed copy of the Loan Parties Internal Revenue Service Form W-8 or the performance W-9 or observance by the Loan Parties of any of their obligations under this Agreement successor applicable or any other instrument or document furnished pursuant hereto; required forms, and (iii) such other forms and information as may be reasonably required to confirm the availability of any applicable exemption from United States Federal, state or local withholding taxes, and (B) to the extent possible, each potential participant or assignee represents and warrants must also agree to provide the Borrower on or before the date that it is legally authorized to enter into any such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy form expires or becomes obsolete, or upon the occurrence of this Agreementany event requiring an amendment, together with copies of resubmission or change in the most recent 114 109 financial statements referred to in Section 3.05 or form previously delivered under Section 5.05 by it, and such other documents and information extensions or renewals as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent may be reasonably requested by the terms hereof or Borrower. Notwithstanding any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms provision of this Agreement are to the contrary, the Borrower shall be entitled to withhold or cause withholding, and no amount shall be payable under Section 2.8, to the extent such amount would otherwise be payable as the result of such participant's or assignee's failure to deliver the forms required to be performed by it as this paragraph (c) on a Lendertimely basis. (d) The Administrative Agent Lender shall maintain at one not grant to any assignee or participant the right to consent to any amendment or waiver entered into in accordance with subsection 9.01 except for any such amendment or waiver which would reduce the amount or extend the due date of its offices in The City any principal of New York a copy of each Assignment and Acceptance delivered to it and a register for or interest on the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior noticeNote. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110

Successors and Assigns Participations. (a) Whenever in this This Agreement any of and the parties hereto other Loan Documents to which Borrower is referred to, such reference shall a party will be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns. Neither , except that Borrower may not assign or transfer any of its rights hereunder or obligations hereunder thereunder or any interest herein or therein without the prior written consent of all the Lenders. Lender and any such attempted assignment shall be void. Lender in its sole and absolute discretion may at any time, and from time to time, sell, assign (b) Each Lender may assign to one or more assignees all or a portion of its interestswith, rights and obligations under this Agreement (including, without limitation, all or a portion of its Rollover Term Loan or all or a portion of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to an Affiliate of the Lender, the consent of Borrower, other than during the existence of a Lender Default or an affiliate Event of a Lender or for an assignment by a Lender to a Federal Reserve BankDefault, the Administrative Agent and NWS must give their prior written which consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld)) or grant participations in all or any portion of the Commitment and/or the Obligations outstanding under this Agreement or any Loan Document. Borrower hereby acknowledges and agrees that any such assignment or participation will give rise to a direct obligation of Borrower to the assignee or participant upon written notice from Lender to Borrower. Borrower agrees to execute, and cause each other Borrower Party to execute, any documents reasonably requested by Lender in connection with any such assignment. All information provided by or on behalf of Borrower to Lender or its Affiliates may be furnished by Lender to its Affiliates and to any actual or proposed assignee or participant. (b) Lender may, at its sole cost and expense, from time to time grant participations to one or more other Persons (including another Lender) all or any portion of its Commitment and/or Extensions of Credit; provided, however, -------- ------- that (i) Lender's obligations under this Agreement shall remain unchanged, (ii) each Lender shall remain solely responsible to the other parties hereto for the performance of such assignment obligations, (iii) the participating banks or other financial institutions shall not be a Lender hereunder for any purpose except, if the participation agreement so provides, for the purposes of a Revolving Credit Commitment or any Revolving Credit Exposure Section 3 (but --------- only to the extent that the cost of such benefits to Borrower does not exceed the cost which Borrower would have incurred in respect of Lender absent the participation) and subject to Section 9.05, (iv) Borrower shall be of a constant, continue to deal ------------ solely and not a varying, percentage of all the assigning directly with Lender in connection with Lender's rights and obligations under this Agreement in respect of its Revolving Credit Commitment, Revolving Credit Loans and participations in Letters of Credit to be assigned, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover Term Loan or the entire amount of the Revolving Credit Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties to each such assignment 113 108 shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (x) the 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 and (y) the assigning Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required to be made pro rata as between the assigning Lender's Rollover Term Loan, on the one hand, and Revolving Credit Commitment and Revolving Credit Exposure, on the other. (c) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent or the Collateral Agent by the terms hereof or any other Loan Document, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) The Administrative Agent shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee together with any Note subject to such assignment, and the fee referred to in Section 9.03(b), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and 115 110this

Successors and Assigns Participations. (a) Whenever in this This Credit Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers or the Lenders that are contained in this Agreement shall bind binding upon and inure to the benefit of the Credit Parties, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns. Neither Borrower , except that the Credit Parties may not assign or transfer any of its their rights or obligations hereunder under this Credit Agreement or the other Credit Documents without the prior written consent of all the Lenderseach Lender. (b) Each Any Lender may assign may, in the ordinary course and in accordance with applicable law, at any time sell to one or more assignees banks or other entities (“Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all or a portion of its interestspurposes under this Credit Agreement, and 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 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 (includingi) 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 2.10 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) no waiver, reduction or deferral of a mandatory prepayment required pursuant to Section 2.8(b), nor any amendment of Section 2.8(b) or the definitions of Asset Disposition, Debt Issuance, Equity Issuance, Excess Cash Flow, or Recovery Event, shall constitute a reduction of the amount of, or an extension of the scheduled date of, the scheduled date of maturity of, or any installment of, any Loan or Note, (B) a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and (C) an increase in any Commitment or Loan shall be permitted without limitationconsent of any participant if the Participant’s participation is not increased as a result thereof, (ii) release all or a portion substantially all of its Rollover Term Loan or the Credit Parties from their obligations under the Guaranty, (iii) release all or a portion substantially all of the Collateral, or (iv) consent to the assignment or transfer by any Borrower of any of its Revolving Credit Commitment and the same portion of the related Revolving Credit Loans at the time owing to it and the related participations in Letters of Credit and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender or for an assignment by a Lender to a Federal Reserve Bank, the Administrative Agent and NWS must give their prior written consent by countersigning the Assignment and Acceptance (which consents shall not be unreasonably withheld), (ii) each such assignment of a Revolving Credit Commitment or any Revolving Credit Exposure shall be of a constant, and not a varying, percentage of all the assigning Lender's 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 (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 Borrowers hereunder shall be determined as if such Lender had not sold such participation; provided that each Participant shall be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 9.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; 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. (c) Any Lender may, in accordance with applicable law, at any time, sell or assign to any Eligible Assignee, all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of (i) $2,000,000 with respect to its Revolving Credit CommitmentCommitment and its Revolving Loans (or, Revolving Credit Loans and participations in Letters of Credit to be assignedif less, (iii) in the case of a partial assignment, each such assignment shall be in an amount which is not less than $5,000,000 (unless NWS shall consent to a partial assignment of a lesser amount) and is an integral multiple of $1,000,000 (provided, however, that any assignment may in any event be equal to the entire amount of the Rollover such Lender’s Revolving Commitment and Revolving Loans) and (ii) $1,000,000 with respect to its Term Loan or Loans (or, if less, the entire amount of the Revolving Credit such Lender’s Term Loans, participations in Letters of Credit and Revolving Credit Commitment of the assigning Lender), (iv) the parties pursuant to each an Assignment Agreement, executed by such assignment 113 108 shall execute Eligible Assignee and deliver such transferor Lender and consented to by the Administrative Agent, the Issuing Lender (with respect to Revolving Commitments and Revolving Loans) and the Company (in each case, such consents not to be unreasonably withheld or delayed), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that any sale or assignment (A) to an Assignment and Acceptanceexisting Lender, together with any Note subject to such assignment and a processing and recordation fee of $3,500 and (v) the assignee, if it or Affiliate or Approved Fund thereof shall not be a Lender, shall deliver to require the consent of the Company or the Administrative Agent and (B) at any time when an Administrative QuestionnaireEvent of Default has occurred and is continuing, shall not require the consent of the Company nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the effective date Transfer Effective Date specified in each such Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereofAgreement, (x1) the assignee Eligible Assignee 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 a Commitment as set forth therein, and (y2) the assigning transferor Lender thereunder shall, to the extent provided in such assignmentAssignment Agreement, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remaining portion of an assigning a transferor Lender's ’s rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto. Assignments in accordance with this paragraph are not required ; provided, however, that such Lender shall continue to be made pro rata as between entitled to any indemnification rights that expressly survive hereunder). Such Assignment Agreement shall be deemed to amend this Credit Agreement to the assigning Lender's Rollover Term Loan, on the one handextent, and Revolving only to the extent, necessary to reflect the addition of such Eligible Assignee and the resulting adjustment of Commitment Percentages arising from the purchase by such Eligible Assignee of all or a portion of the rights and obligations of such transferor Lender under this Credit Commitment Agreement and Revolving Credit Exposure, on the other. (c) By executing and delivering an Notes. On or prior to the Transfer Effective Date specified in such Assignment and AcceptanceAgreement, the Lender assignor thereunder Borrowers, at their own expense, shall execute and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by the Loan Parties of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent 114 109 financial statements referred to in Section 3.05 or delivered under Section 5.05 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the Administrative Agent, the Collateral Agent, such Lender assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent, respectively, to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated 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 Eligible Assignee 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 dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby. Notwithstanding anything to the contrary contained in this Section 9.6, a Lender may assign any or all of its rights under this Credit Agreement to an Affiliate or a Approved Fund of such Lender without delivering an Assignment Agreement to the Collateral Administrative Agent; provided, however, that (x) the Credit Parties and the Administrative Agent by the terms hereof or any other Loan Document, together may continue to deal solely and directly with such powers as are reasonably incidental thereto; assigning Lender until an Assignment Agreement has been delivered to the Administrative Agent for recordation on the Register, (y) the failure of such assigning lender to deliver an Assignment Agreement to the Administrative Agent shall not affect the legality, validity or binding effect of such assignment and (viiz) an Assignment Agreement between the assigning Lender an Affiliate or Approved Fund of such assignee agrees that it will perform in accordance with their terms all Lender shall be effective as of the obligations which by the terms of this Agreement are required to be performed by it as a Lenderdate specified in such Assignment Agreement. (d) The Administrative Agent shall maintain at one of its offices address referred to in The City of New York Section 9.2 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 Revolving Credit Commitments Commitment of, and principal amount of the Loans owing to, each Lender from time to time 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, in the absence of manifest error, and the BorrowersCompany, the Administrative Agent, the Collateral Agent, the Issuing Bank Agent and the Lenders may treat each person Person whose name is recorded in the Register as a Lender hereunder the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrowers, the Collateral Agent, the Issuing Bank Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. In the case of an assignment pursuant to the last sentence of Section 9.6(c) as to which an Assignment Agreement is not delivered to the Administrative 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 maintain a register on which it enters the name of all participants in such Loans held by it (the “Participant Register”). A Loan recorded on the Register (and the registered Note, if any, evidencing the same) may be participated in whole 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 a duly executed Assignment and Acceptance executed by an assigning Lender and an assignee Agreement, together with any Note payment to the Administrative Agent by the transferor Lender or the Eligible Assignee, as agreed between them, of a registration and processing fee of $3,500 for each Eligible Assignee (other than a Eligible Assignee that is an Affiliate or Approved Fund of the transferor Lender) listed in such Assignment Agreement and the Notes subject to such assignment, and the fee referred to in Section 9.03(b)Assignment Agreement, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in the form of Exhibit B hereto and, if required, the Administrative Agent and NWS have consented to such assignment as contemplated by paragraph (b) above, shall (i) accept such Assignment and AcceptanceAgreement, (ii) record the information contained therein in the RegisterRegister and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Company. (f) The Credit Parties authorize each Lender to disclose to any Participant or Eligible Assignee (each, a “Transferee”) and 115 110any prospective Transferee any and all financial information in such Lender’s possession concerning the Credit Parties and any of their Subsidiaries which has been delivered to such Lender by or on behalf of the Credit Parties pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of the Credit Parties in connection with such Lender’s credit evaluation of the Credit Parties and their Affiliates prior to becoming a party to this Credit Agreement, in each case subject to Section 9.15. (g) At the time of each 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 respective assignee Lender shall provide to the Company and the Administrative Agent the appropriate Internal Revenue Service forms or any similar non U.S. forms (and, if applicable, a Tax Exempt Certificate) described in Section 2.18. (h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Credit Agreement (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 to secure obligations to a Federal Reserve Bank and (ii) in the case of any Lender that is a fund or trust or entity that invests in commercial bank loans in the ordinary course, any pledge or assignment to 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 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 hereunder or substitute any such pledgee or assignee for such Lender as a party hereto and no such pledgee or assignee shall have any voting rights under this Credit Agreement unless and until the requirements for assignments set forth in this Section 9.6 are complied with in connection with any foreclosure or similar action taken by such pledgee or assignee.