Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 13.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Credit Issuers, and (iii) so long as no Event of Default under Buyer all or any of Section 10.1(a), (e), (f) or (g) has occurred its rights and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments obligations under this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionProgram Documents. (b) From and after the date that the Agent has received an executed Assignment and AcceptanceBuyer may, the Agent has received payment in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations Buyer hereunder and under the other Loan Documents have been assigned Program Documents. In the event of any such sale by it pursuant Buyer of participating interests to such Assignment and Acceptancea Participant, relinquish its rights and be released from its Buyer’s obligations under this Agreement (to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lenderconnection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such assignor Lender Participant shall cease only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be a party heretoentitled to the benefits of Sections 3(h), 3(i) and 23 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) By executing Buyer may furnish any information concerning the Seller Parties or any of their Subsidiaries in the possession of Buyer from time to time to assignees and delivering an Assignment Participants (including prospective assignees and Acceptance, the assignor Lender thereunder Participants) only after notifying Seller in writing and the Assignee thereunder confirm to and agree with each other and the other parties securing signed confidentiality statements (a form of which is attached hereto as follows: Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (id) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility Seller agrees to cooperate with respect to any statements, warranties or representations made in or Buyer in connection with this Agreement or any other Loan Document or the executionsuch assignment and/or participation, legalityto execute and deliver replacement notes, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lenderrestatements of, and based on such documents amendments, supplements and information as it shall deem appropriate at the timeother modifications to, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated and the other Program Documents in order to the Agent give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by the terms hereof, together with such powers, including the discretionary rights Buyer to Seller copies of all reports and incidental powerscertificates to be delivered by Seller to Buyer hereunder, as are reasonably incidental thereto; and (vi) 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 when delivered to be performed by it as a LenderBuyer.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof thereof; provided, that (provided that i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, howeverfurther, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified Lender. (b) From By its acquisition of Term Loans pursuant to the Right of First Refusal in clause (a) above, an Affiliated Lender shall be deemed to have acknowledged and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, agreed that: (i) the Assignee thereunder Term Loans held by such Affiliated Lender shall be deemed to have voted in the same pro-portion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders in the calculation of any Lender vote; (ii) the Agent shall vote on behalf of such Affiliated Lender in the event that any proceeding under Sections 1126 or 1129 of the Bankruptcy Code shall be instituted by or against the Borrower or any Guarantor (and each Affiliated Lender hereby grants to the Agent a party hereto andpower of attorney, irrevocable and coupled with an interest, to so vote such Affiliated Lender’s claims associated with the Term Loans and Term Loan Commitments in accordance with this 12.2(b)), or, alternatively, to the extent that rights the foregoing is deemed unenforceable for any reason, such Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by Lenders of the same class who are not Affiliated Lenders; (iii) such Affiliated Lender, solely in its capacity as an Affiliated Lender (and obligationsnot in any other capacity), including, but will not limited tobe entitled to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Agent, the obligation Collateral Agent or any Lender or among Lenders to participate in Letters of Creditwhich the Borrower or its representatives are not invited, or (B) receive any information or material prepared by the Agent, the Collateral Agent or any Lender or any communication by or among the Agent, the Collateral Agent and one or more Lenders, except to the extent such information or materials have been assigned made available to it the Borrower or its representatives (and in any case, other than the right to receive Notices of Borrowing, pre-payments and other administrative notices in respect of its Term Loans and Term Loan Commitments required to be delivered to Lenders pursuant to such Assignment and Acceptancethe terms of the Loan Documents) or (C) make or bring (or participate in) any claim, shall have in its capacity as a Lender, against the rights and Agent or the Collateral Agent hereunder with respect to any duties or obligations or alleged duties or obligations of a Lender the Agent or the Collateral Agent under the Loan Documents, and ; (iiiv) the assignor Lender shall, it shall not have any right to receive advice of counsel to the extent that rights and obligations hereunder and under Agent, the Collateral Agent or to the Lenders (other Loan Documents have been assigned by it pursuant than Affiliated Lenders) or to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in challenge the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto).Lenders’ attorney-client privilege; and (c) By executing Each Affiliated Lender hereby irrevocably appoints the Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and delivering an Assignment stead of such Affiliated Lender and Acceptancein the name of such Affiliated Lender, from time to time in the assignor Lender thereunder discretion of the Agent and the Assignee thereunder confirm Required Lenders, to take any action and agree with each other and to execute any instrument that the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document Agent or the execution, legality, validity, enforceability, genuineness, sufficiency or value Required Lenders may deem reasonably necessary to carry out the provisions of this Agreement or any other Loan Document furnished pursuant hereto or Section 12.2(b). In furtherance of the attachmentforegoing, perfection, or priority of any Lien granted by any Obligor each Affiliated Lender agrees to execute and deliver to the Agent or any Lender in instrument reasonably requested by the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Agent or the performance or observance by any Obligor of any Required Lenders to evidence the voting of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received interest as a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all the provisions of this Section 12.2(b) (it being understood and agreed that if such Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the obligations which by rights of the terms of Agent and the Required Lenders under this Agreement are required to be performed by it as a LenderSection 12.2(b)).

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender Agent and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent or Borrower consent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender or to another Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender10,000,000); provided, however, that if a Default or Event of Default has occurred and is continuing, the consent of the Borrower shall not be required; provided, further, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that 3,000. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed), withheld) assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 and, if the remaining Commitment of such Lender would be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum entire amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)'s Commitment; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit B ("Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; ") and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that except in the Agent may elect case of an assignment and delegation by a Lender to waive an Affiliate of such processing fee in its sole discretionLender. (b) From and after the date that the Agent notifies the assignor Lender that it has received an a duly executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-above- referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 the remaining portion of an assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i1) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Loan Party to the Agent or any Lender in the applicable Collateral; (ii2) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Loan Parties or the performance or observance by any Obligor the Loan Parties of any of its obligations their Obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii3) such Assignee confirms that it has received a copy of this Agreement, together with 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; (iv4) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v5) such Assignee appoints and authorizes the Agent 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 Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi6) such Assignee agrees that it will perform in accordance with their 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 Lender. (d) Immediately upon satisfaction of the requirements of Section 13.3(a) and each Assignee making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may, with the written consent of the Agent, at any time sell to one or more commercial banks, financial institutions, or other Persons not a Loan Party or an Affiliate of any Loan Party (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document (except to the extent that such amendment, waiver or consent both directly affects the Participant and would (x) increase or extend the Commitment of the originating Lender, (y) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the originating Lender hereunder or under any other Loan Document or (z) reduce the principal of, or the rate of interest specified herein on, any Revolving Loan owing to the originating Lender or any fees or other amounts payable to the originating Lender hereunder or under any other Loan Document), and all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender Lenders and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(apursuant to paragraph (a), (e), (f), (g) or (gh) of Section 10.1 has occurred and is continuing, the Borrower Borrowers’ Agent (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, Approved Fund or to a Lender or to an Affiliate or branch of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (; provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (Aw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (Bx) such Lender and its Assignee shall deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance; (y) the Assignee, along with an Administrative Questionnaire and if it shall not be a Lender, shall deliver to the Agent any know-your-customer documentationtax forms required by Section 5.1(f); and (Cz) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received any tax forms required by Section 5.1(f) (unless the Assignee shall already be a Lender hereunder), the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 13.21 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto. (e) Any Lender may at any time, without the consent of the Borrowers’ Agent, the Agent, any Swingline Lender or Letter of Credit Issuer, sell to one or more commercial banks, financial institutions, or other Persons that are not the Company or any Borrower or any Affiliate thereof, in each case that is not a Disqualified Lender, participating interests in any Loans, any Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the applicable Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(C) and (D) and Section 12.1(a)(iv), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section 12.2, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 12.2. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR § 203.14, or other central bank, as the case may be, and such Federal Reserve Bank or other applicable central bank, may enforce such pledge or security interest in any manner permitted under applicable law; 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. (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the applicable Borrowers’ prior written consent and the applicable Borrowers expressly waive the benefit of this provision at the time of such sale. A Participant that would be subject to the requirements of Section 5.1(f) if it were a Lender shall not be entitled to the benefits of Section 5.1 unless the applicable Borrowers are notified of the participating interest sold to such Participant and such Participant agrees, for the benefit of the applicable Borrowers, to comply with Section 5.1(f) as though it were a Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an a then-existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof thereof; provided, that (provided that i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, howeverfurther, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified ▇▇▇▇▇▇. (b) From By its acquisition of Term Loans pursuant to the Right of First Refusal in clause (a) above, an Affiliated Lender shall be deemed to have acknowledged and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, agreed that: (i) the Assignee thereunder Term Loans held by such Affiliated Lender shall be deemed to have voted in the same pro-portion as the allocation of voting with respect to such matter by ▇▇▇▇▇▇▇ who are not Affiliated Lenders in the calculation of any Lender vote; (ii) the Agent shall vote on behalf of such Affiliated Lender in the event that any proceeding under Sections 1126 or 1129 of the Bankruptcy Code shall be instituted by or against the Borrower or any Guarantor (and each Affiliated Lender hereby grants to the Agent a party hereto andpower of attorney, irrevocable and coupled with an interest, to so vote such Affiliated ▇▇▇▇▇▇’s claims associated with the Term Loans and Term Loan Commitments in accordance with this 12.2(b)), or, alternatively, to the extent that rights the foregoing is deemed unenforceable for any reason, such Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by Lenders of the same class who are not Affiliated Lenders; (iii) such Affiliated Lender, solely in its capacity as an Affiliated Lender (and obligationsnot in any other capacity), including, but will not limited tobe entitled to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Agent, the obligation Collateral Agent or any Lender or among Lenders to participate in Letters of Creditwhich the Borrower or its representatives are not invited, or (B) receive any information or material prepared by the Agent, the Collateral Agent or any Lender or any communication by or among the Agent, the Collateral Agent and one or more Lenders, except to the extent such information or materials have been assigned made available to it the Borrower or its representatives (and in any case, other than the right to receive Notices of Borrowing, pre-payments and other administrative notices in respect of its Term Loans and Term Loan Commitments required to be delivered to Lenders pursuant to such Assignment and Acceptancethe terms of the Loan Documents) or (C) make or bring (or participate in) any claim, shall have in its capacity as a Lender, against the rights and Agent or the Collateral Agent hereunder with respect to any duties or obligations or alleged duties or obligations of a Lender the Agent or the Collateral Agent under the Loan Documents, and ; (iiiv) the assignor Lender shall, it shall not have any right to receive advice of counsel to the extent that rights and obligations hereunder and under Agent, the Collateral Agent or to the Lenders (other Loan Documents have been assigned by it pursuant than Affiliated Lenders) or to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in challenge the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto).Lenders’ attorney-client privilege; and (c) By executing Each Affiliated Lender hereby irrevocably appoints the Agent (such appointment being coupled with an interest) as such Affiliated ▇▇▇▇▇▇’s attorney-in-fact, with full authority in the place and delivering an Assignment stead of such Affiliated Lender and Acceptancein the name of such Affiliated Lender, from time to time in the assignor Lender thereunder discretion of the Agent and the Assignee thereunder confirm Required Lenders, to take any action and agree with each other and to execute any instrument that the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document Agent or the execution, legality, validity, enforceability, genuineness, sufficiency or value Required Lenders may deem reasonably necessary to carry out the provisions of this Agreement or any other Loan Document furnished pursuant hereto or Section 12.2(b). In furtherance of the attachmentforegoing, perfection, or priority of any Lien granted by any Obligor each Affiliated ▇▇▇▇▇▇ agrees to execute and deliver to the Agent or any Lender in instrument reasonably requested by the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Agent or the performance or observance by any Obligor of any Required Lenders to evidence the voting of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received interest as a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all the provisions of this Section 12.2(b) (it being understood and agreed that if such Affiliated ▇▇▇▇▇▇ fails to promptly execute such instrument such failure shall in no way prejudice any of the obligations which by rights of the terms of Agent and the Required Lenders under this Agreement are required to be performed by it as a LenderSection 12.2(b)).

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $5,000,000 in the written consent aggregate for the assigning Lender, of (i) the Agent, (ii) the Swingline Lender such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Assumption; provided that that: (xi) no the consent of the Administrative Borrower (such Borrower consent not to be unreasonably withheld, conditioned or delayed) shall be required in connection with for any assignment unless (A) an Event of Default has occurred and is continuing or (B) the assignment is to a Lender or an existing Affiliate of a Lender; provided that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; (ii) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a Lender, Lender or an Approved Fund Fund; (iii) the consent of a each Issuing Bank and the Swingline Lender and (ysuch consents not to be unreasonably withheld, conditioned or delayed) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or required if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further assignment is to a Person that no such minimum amount shall apply to any assignment to an Approved Fund or to is not a Lender or to an Affiliate of a Lender); provided, however, that ; (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (Biv) such Lender and its Assignee shall deliver to transfer or assignment will not be effective until recorded by the Borrower and Administrative Agent on the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentationRegister; and and (Cv) the assignor Lender or Assignee Administrative Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From The Administrative Agent shall maintain a register of the names and after addresses of the date that Lenders, their Commitments and the principal amount of their Loans (the “Register”). The Administrative Agent has received an executed shall also maintain a copy of each Assignment and AcceptanceAssumption delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Assumption. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Loan Parties, the Administrative Agent has received payment of the above-referenced processing fee and the Agent has Lenders may treat each Person whose name is recorded such assignment in the Register as provided a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in Section 13.20 hereineach Assignment and Assumption, (i) the Assignee assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement Agreement, except for those indemnification rights which specifically survive termination of this Agreement. (d) By execution and in the case delivery of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and AcceptanceAssumption, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and AcceptanceAssumption, such assignor the assigning Lender 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 any of the other Loan Document Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Documents furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Loan Party or any of its Subsidiaries or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Loan Documents, together with 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; Assumption, (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, the Administrative Agent 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; Agreement and the other Loan Documents, (v) such Assignee assignee appoints and authorizes the Administrative Agent 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 by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their 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 Lender. The Administrative Agent and the Lenders may furnish any information concerning any Loan Party in the possession of the Administrative Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities (other than a natural person, the Company or any of the Company’s Subsidiaries or Affiliates) (each, a “Participant”) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of the Administrative Agent or the other Lenders); provided that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Loan Parties, the other Lenders and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iii) the Participant shall not have any rights under this Agreement or any of the other Loan 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 any Loan Party hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank or other central bank in support of borrowings made by such Lenders from such Federal Reserve Bank or other central bank; provided that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Any Lender that is an Issuing Bank or the Swingline Lender may at any time assign all of its Commitments pursuant to, and subject to the terms of, this Section 14.11. If such Issuing Bank or Swingline Lender ceases to be a Lender, it may, at its option, resign as Issuing Bank or Swingline Lender. In addition, any Additional Issuing Bank may, at any time give notice of its resignation to the Administrative Agent and the Company. Upon the resignation of any Issuing Bank or Swingline Lender, such Issuing Bank’s or Swingline Lender’s obligations to issue Letters of Credit or make Swingline Loans shall terminate but it shall retain all of the rights and obligations of an Issuing Bank or Swingline Lender hereunder with respect to Letters of Credit or Swingline Loans outstanding as of the effective date of its resignation and all Letter of Credit Obligations or Swingline Loans with respect thereto (including the right to require the Lenders to make Loans or fund risk participations in outstanding Letter of Credit Obligations or Swingline Loans), shall continue.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) which consent shall not be unreasonably withheld), and, to the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as extent no Event of Default under any of Section 10.1(a)then exists, (e), (f) or (g) has occurred and is continuing, after consultation with the Borrower (in each case, which consents shall not be unreasonably withheld or delayed)Borrower, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 10,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)10,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit E (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 11.1(a)(i), (ii) and (iii), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an a then-existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”), in each case that is not a Disqualified Lender so long as the list of Disqualified Lenders shall have been made available to all Lenders, participating interests in any Loans, any Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(C) and (D) and Section 12.1(a)(iv), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section 12.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3, subject to the requirements and limitations of such Sections (including Sections 5.1(d)) and Sections 5.6 and 5.8, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 12.2 (provided that any documentation required to be provided pursuant to Section 5.1(d) shall be provided solely to the Originating Lender and provided further, for the avoidance of doubt, that if the Originating Lender is not a U.S. Person, such Lender shall include a copy of such documentation as an exhibit to its IRS Form W-8IMY in accordance with Section 5.1(d)(ii)(D)). (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement (including its Note, if any) in favor of any Federal Reserve Bank or any other central bank having jurisdiction over such Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the Borrower’s prior written consent and such Participant agrees to be subject to the provisions of Section 5.8 as though it were a Lender, or to the extent that such entitlement to a greater payment results from a Change in Law after the Participant became a Participant.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed)) of (x) the Agent and (y) so long as no Event of Default has occurred and is continuing, the Borrower, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof thereof; provided, that (provided that i) an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Term Loans, the Term Loan Commitments and the other rights and obligations of the Lender hereunder, (ii) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender, and (iii) in the case of a prospective assignment to a Disqualified Lender following the occurrence and during the continuance of an Event of Default under any of Sections 10.1(a), (e), (f) or (g), any Affiliate of the Borrower (other than Holdings or any of its Subsidiaries) (such Affiliate, in such capacity, an “Affiliated Lender”) shall have the right, but not an obligation (the “Right of First Refusal”) to purchase the Term Loans, the Term Loan Commitments and the other rights and obligations of such Lender hereunder, that such Lender intends to sell to such Disqualified Lender, at the same price and on the same terms and conditions as those offered to such Disqualified Lender, all in accordance with this Section 12.2(a) and Section 12.2(b); provided, howeverfurther, that notwithstanding anything to the contrary herein, (i) no consent shall be required for the assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) to the extent required pursuant to the foregoing subclause (y), consent of the Borrower and/or a waiver of the Borrower’s Right of First Refusal shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that 3,500 unless the Agent may elect elects to waive such processing fee in its their sole discretion. Upon the request of any Lender, the Agent shall, and the Borrower hereby expressly authorizes the Agent, to make available the list of Disqualified Lenders to any Lender, any potential assignee or any potential participant for the purpose of verifying whether such Person is a Disqualified L▇▇▇▇▇. (b) From By its acquisition of Term Loans pursuant to the Right of First Refusal in clause (a) above, an Affiliated Lender shall be deemed to have acknowledged and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, agreed that: (i) the Assignee thereunder Term Loans held by such Affiliated Lender shall be deemed to have voted in the same pro-portion as the allocation of voting with respect to such matter by L▇▇▇▇▇▇ who are not Affiliated Lenders in the calculation of any Lender vote; (ii) the Agent shall vote on behalf of such Affiliated Lender in the event that any proceeding under Sections 1126 or 1129 of the Bankruptcy Code shall be instituted by or against the Borrower or any Guarantor (and each Affiliated Lender hereby grants to the Agent a party hereto andpower of attorney, irrevocable and coupled with an interest, to so vote such Affiliated L▇▇▇▇▇’s claims associated with the Term Loans and Term Loan Commitments in accordance with this 12.2(b)), or, alternatively, to the extent that rights the foregoing is deemed unenforceable for any reason, such Affiliated Lender shall vote in such proceedings in the same proportion as the allocation of voting with respect to such matter by Lenders of the same class who are not Affiliated Lenders; (iii) such Affiliated Lender, solely in its capacity as an Affiliated Lender (and obligationsnot in any other capacity), including, but will not limited tobe entitled to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Agent, the obligation Collateral Agent or any Lender or among Lenders to participate in Letters of Creditwhich the Borrower or its representatives are not invited, or (B) receive any information or material prepared by the Agent, the Collateral Agent or any Lender or any communication by or among the Agent, the Collateral Agent and one or more Lenders, except to the extent such information or materials have been assigned made available to it the Borrower or its representatives (and in any case, other than the right to receive Notices of Borrowing, pre-payments and other administrative notices in respect of its Term Loans and Term Loan Commitments required to be delivered to Lenders pursuant to such Assignment and Acceptancethe terms of the Loan Documents or the Unsecured ProFrac Guarantee) or (C) make or bring (or participate in) any claim, shall have in its capacity as a Lender, against the rights and Agent or the Collateral Agent hereunder with respect to any duties or obligations or alleged duties or obligations of a Lender the Agent or the Collateral Agent under the Loan Documents, and Documents or the Unsecured ProFrac Guarantee; (iiiv) the assignor Lender shall, it shall not have any right to receive advice of counsel to the extent that rights and obligations hereunder and under Agent, the Collateral Agent or to the Lenders (other Loan Documents have been assigned by it pursuant than Affiliated Lenders) or to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in challenge the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto).Lenders’ attorney-client privilege; and (c) By executing Each Affiliated Lender hereby irrevocably appoints the Agent (such appointment being coupled with an interest) as such Affiliated L▇▇▇▇▇’s attorney-in-fact, with full authority in the place and delivering an Assignment stead of such Affiliated Lender and Acceptancein the name of such Affiliated Lender, from time to time in the assignor Lender thereunder discretion of the Agent and the Assignee thereunder confirm Required Lenders, to take any action and agree with each other and to execute any instrument that the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document Agent or the execution, legality, validity, enforceability, genuineness, sufficiency or value Required Lenders may deem reasonably necessary to carry out the provisions of this Agreement or any other Loan Document furnished pursuant hereto or Section 12.2(b). In furtherance of the attachmentforegoing, perfection, or priority of any Lien granted by any Obligor each Affiliated L▇▇▇▇▇ agrees to execute and deliver to the Agent or any Lender in instrument reasonably requested by the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Agent or the performance or observance by any Obligor of any Required Lenders to evidence the voting of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received interest as a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all the provisions of this Section 12.2(b) (it being understood and agreed that if such Affiliated L▇▇▇▇▇ fails to promptly execute such instrument such failure shall in no way prejudice any of the obligations which by rights of the terms of Agent and the Required Lenders under this Agreement are required to be performed by it as a LenderSection 12.2(b)).

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lendereach, an Affiliate "Assignee") all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount any of $5,000,000, its Revolving Credit Commitments or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the LoansSwingline Commitment, the Commitments outstanding Loans made by it, the Note or Notes held by it and the other rights and obligations its participations in Letters of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderCredit); provided, however, that (Ai) any such assignment (other than an assignment to a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld, provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing, and provided further that in the case of an assignment of a Revolving Credit Commitment, the Issuing Lender must also give its prior written consent thereto (which consent shall not be unreasonably withheld), (ii) each such assignmentassignment by a Lender of any of its interests relating to Loans shall be made in such manner so that the same portion of its Revolving Credit Commitment, together with payment instructionsSwingline Commitment, addresses Loans, Note or Notes and related information other interests thereunder is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be in an aggregate principal amount (determined 95 102 as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's, shall be given outstanding Revolving Loans, L/C Exposure and Unutilized Revolving Credit Commitment being assigned pursuant to such assignment (or, if less, the Borrower full amount of the assigning Lender's Revolving Credit Commitment of the assigning Lender), and (iv) the Agent by parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit 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 (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing . The terms and delivering an provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and agree with each other for the benefit of the Agent and the other parties hereto as follows: if set forth at length herein. (b) The Agent will maintain at its 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 Commitment or Swingline 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 and binding for all purposes, absent manifest error, and the Borrower, the 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 Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and counterexecuted by the Borrower and the Issuing Lender (if required), together with the Note or Notes subject to such assignment and the processing fee referred to in subsection (a) above, the Agent will (i) other than as provided in accept such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty on the effective date thereof, record the information contained therein in the Register and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) give notice thereof to the Borrower and the Lenders. Within five (5) Business Days after its receipt of such Assignee confirms that it has received a copy of this Agreementnotice, together with such other documents and information as it has deemed appropriate to make the Borrower, at its own credit analysis expense, will execute and decision deliver to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender in exchange for the surrendered Note or any other LenderNotes, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking a new Note or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated Notes to the Agent by order of the terms hereofAssignee (and, together with such powers, including if the discretionary assigning Lender has retained any portion of its rights and incidental powersobligations hereunder, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform to the order of the assigning Lender), prepared 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.applicable provisions of

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lendereach, an Affiliate "Assignee") all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderany of its Commitments, the outstanding Loans made by it, the Note or Notes held by it and its participations in a minimum amount Letters of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower Credit and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderLoan Notes Guaranty); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld, provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing, and provided further that in the case of an assignment of a Revolving Credit Commitment or a Tranche B Loan, the Issuing Bank must also give its prior written consent thereto (which consent shall not be unreasonably withheld), (ii) each such assignmentassignment by a Lender of any of its interests relating to Loans of a particular Class shall be made in such manner so that the same portion of its Commitment, together with payment instructionsLoans, addresses Note or Notes and related information other interests under and with respect to such Class (including obligations to the Issuing Banks under Sections 3.5 and 4.5) is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment shall be given in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000 determined by combining the Borrower Dollar Amount of the assigning Lender's outstanding Term Loans, Revolving Loans, Letter of Credit Exposure, Tranche B Guaranty Exposure, Revolver Guaranty Exposure, and Unutilized Revolving Credit Commitment ("Total Commitment") being assigned pursuant to such assignment (or, if less, the Agent by Total Commitment of the assigning Lender), and (iv) the parties to each such Lender assignment will execute and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit 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 (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing . The terms and delivering an provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and agree with each other for the benefit of the Agent and the other parties hereto as follows: if set forth at length herein. (b) The Agent will maintain at its 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 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 and binding for all purposes, absent manifest error, and the Borrower, the 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 Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and counterexecuted by the Borrower and the Issuing Bank (if required), together with the Note or Notes subject to such assignment and the processing fee referred to in subsection (a) above, the Agent will (i) other than as provided in accept such Assignment and Acceptance, (ii) on the effective date thereof, record the information contained therein in the Register and (iii) give notice thereof to the Borrower and the Lenders. Within five (5) Business Days after its receipt of such assignor notice, the Borrower, at its own expense, will execute and deliver to the Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of the Assignee (and, if the assigning Lender makes has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the applicable provisions of Section 2.4 as necessary to reflect, after giving effect to the assignment, the Commitments (or outstanding Term Loans, as the case may be) of the Assignee and (to the extent of any retained interests) the assigning Lender, dated the date of the replaced Note or Notes and otherwise in substantially the form of Exhibits A-1, A-2, A-3 and A-▇, ▇▇ ▇▇▇▇▇▇▇ble. The Agent will return cancelled Notes to the Borrower. (d) Each Lender may, without the consent of the Borrower, the 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 Commitments, the outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of Credit); 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) no representation Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (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, (iv) no such participation shall be in an aggregate principal amount less than $3,000,000, and (v) no Lender shall permit any Participant to have any voting rights or warranty and assumes no responsibility any right to control the vote of such Lender with respect to any statementsamendment, warranties modification, waiver, consent or representations made in other action hereunder or in connection with this Agreement under any other Credit Document (except that a Lender may grant voting or similar rights to a Participant as to actions that would (x) reduce or forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations, (y) extend the Tranche A Maturity Date, the Tranche B Maturity Date, the Revolving Credit Maturity Date or any other Loan Document date fixed for the payment of any principal of or the executioninterest on any Loan, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any fees or any other Loan Document furnished pursuant hereto or the attachment, perfectionObligations, or priority (z) increase or extend any Commitment of any Lien granted by Lender, provided, however, that in no event shall any Obligor to such grant affect or require the Borrower, the Agent or the other Lenders to deal with any Lender in the applicable Collateral; such Participant), and (iiiv) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Participant shall have any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any of the other Loan Document furnished Credit 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 Borrower hereunder shall be determined as if such Lender had not granted such participation. Notwithstanding the foregoing, each Participant may be entitled, pursuant heretoto the terms of its participation agreement, to compensation calculated in accordance with the provisions of Sections 2.16(a), 2.16(b), 2.17 and 2.18 and to rights of setoff in accordance with Section 10.3, in each case to the extent that the Lender granting such participation would be entitled to such benefits if the participation had not been made; (iii) provided that no Participant shall be entitled to receive any greater amount pursuant to any of such Assignee confirms Sections than the Lender granting such participation would have been entitled to receive in respect of the amount of the participation made by such Lender to such Participant had such participation not been made; and provided, further, that it has received nothing contained herein shall cause the Participant to be deemed to be a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or to otherwise be granted 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. (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. (vf) Assignments and participations pursuant to this Section 12.7 need not be pro rata as among the Facilities. (g) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such Assignee appoints and authorizes the Agent or Participant or proposed Assignee or Participant agrees in writing to take keep such action as agent on its behalf and to exercise such powers under this Agreement as are delegated information confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLenders under Section 12.13.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an a then-existing Lender, an any Affiliate of a Lenderthen-existing Lender (including, for the avoidance of doubt, any assignments between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Lending Partners LLC) or an any Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent consent) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”), in each case that is not a Disqualified Lender so long as the list of Disqualified Lenders shall have been made available to all Lenders, participating interests in any Loans, any Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(C) and (D) and Section 12.1(a)(iv), and, except as expressly provided below, all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section 12.2, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3, subject to the requirements and limitations of such Sections (including Sections 5.1(d)) and Sections 5.6 and 5.8, to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 12.2 (provided that any documentation required to be provided pursuant to Section 5.1(d) shall be provided solely to the Originating Lender and provided further, for the avoidance of doubt, that if the Originating Lender is not a U.S. Person, such Lender shall include a copy of such documentation as an exhibit to its IRS Form W-8IMY in accordance with Section 5.1(d)(ii)(D)). (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement (including its Note, if any) in favor of any Federal Reserve Bank or any other central bank having jurisdiction over such Lender in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the Borrower’s prior written consent and such Participant agrees to be subject to the provisions of Section 5.8 as though it were a Lender, or to the extent that such entitlement to a greater payment results from a Change in Law after the Participant became a Participant.

Assignments; Participations. (a) Any Lender may, with the written consent of Agent (iwhich consent shall not be unreasonably withheld) the Agent, (ii) the Swingline Lender and the Letter written consent of Credit Issuers, and (iii) Borrowers so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of Agent or any Borrower consent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a Lender, or an Approved Fund such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender and (yto another Lender) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000.00 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000.00); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit “C” (“Assignment and Acceptance”), along together with an Administrative Questionnaire and any know-your-customer documentationNote or Notes subject to such assignment; and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000.00. (b) From and after the date that Agent notifies the Agent assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and related credit support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Borrowers to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrowers or the performance or observance by any Obligor Borrowers of any of its their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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 Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices 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 Commitments of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing fee referred to in paragraph (a) of this Section and any written consent to such assignment required by paragraph (a) of this Section, the Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (f) Immediately upon satisfaction of the requirements of subparagraph 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (g) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (other than a natural person) not Affiliates of any Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document (other than the rights described in Paragraph 11.1 as being rights that are voted on by all Lenders), and all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (h) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute such pledgee or assignee for such Lender as a party hereto.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 13.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender Agent and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each caseWestlake, which consents consent shall not be unreasonably withheld or delayed)withheld, assign and delegate to one or more Eligible Assignees (provided that (xi) no such Borrower consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, another Lender or an Approved Fund of a Lender and (yii) such Borrower no consent of Westlake shall be deemed to have been given required if an Event of Default has occurred and is continuing at the Borrower has not responded within ten (10time of such assignment) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,00010,000,000, or an integral multiple or, if less, all of $1,000,000 in excess thereof such Lender’s Commitment (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender10,000,000); provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes, along with an Administrative Questionnaire and any know-your-customer documentation; if any, subject to such assignment, and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Agent may elect to waive such processing fee Revolving Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, Acceptance (and consent of the Agent has received thereto, if required) and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan DocumentsDocuments (except for such rights and obligations not available to such assignee by express terms of this Agreement), and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Loan Party to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Loan Party or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and (without reliance upon the Agent, such assignor Lender assigning Lender, 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of any Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged; (ii) the Originating Lender shall remain solely responsible for the performance of such obligations; (iii) the Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except the matters set forth in Section 11.1(a)(i), (ii), and (iii), and all amounts payable by the Loan Parties hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) If at any time any Lender which has issued any Letters of Credit which remain outstanding, assigns all of its Commitment, it shall retain all the rights, powers, privileges, and duties of a Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its assignment of its Commitment and all Letter-of Credit Rights with respect thereto (including the right to require the Lenders to make Base Rate Loans pursuant to Section 1.3). In the event any other Lender issues any Letter of Credit in substitution for any outstanding Letter of Credit issued by any Lender which ceases to be a Lender hereunder, the successor Letter of Credit Issuer shall succeed to the rights and obligations of the original Letter of Credit Issuer. (g) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural person. In connection with any assignment by a Defaulting Lender, such assignment shall be effective only upon payment by the Eligible Assignee or Defaulting Lender to the Agent of an aggregate amount sufficient, upon distribution (through direct payment, purchases of participations or other compensating actions as the Agent deems appropriate), (a) to satisfy all funding and payment liabilities then owing by the Defaulting Lender hereunder, and (b) to acquire its Pro Rata Share of all Revolving Loans and

Assignments; Participations. (a) Any Each Lender may, with the written consent of may (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Revolving Loan Commitment, the AgentLoans owing to it and its rights and obligations as a Lender with respect to Letters of Credit Accommodations) and the other Financing Agreements: (A) to its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company or to one or more Lenders or (B) in connection with any merger, consolidation, sale, transfer or other disposition of all or any substantial portion of the business or loan portfolio of such Lender; or (ii) assign all, or if less than all a portion equal to at least $10,000,000 in the Swingline aggregate for the assigning Lender or assigning Lenders, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (provided that (xA) no such Borrower the consent of Administrative and Collateral Agent shall be required in connection with any assignment to an existing LenderEligible Transferee pursuant to clause (ii) above, an Affiliate (B) if such Eligible Transferee is not a bank, Administrative and Collateral Agent shall receive a representation in writing by such Eligible Transferee that either (1) no part of a Lenderits acquisition of its Loans is made out of assets of any employee benefit plan, or an Approved Fund (2) after consultation, in good faith, with Borrowers and provision by Borrowers of such information as may be reasonably requested by such Eligible Transferee, the acquisition and holding of such Revolving Loan Commitments and Loans does not constitute a Lender non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (y3) such Borrower consent shall be deemed assignment is an “insurance company general account,” as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12, 1995) (“PTCE 95-60”), and, as of the date of the assignment, there is no “employee benefit plan” with respect to have been given if which the Borrower has not responded within aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such “employee benefit plan” and all other “employee benefit plans” maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, percent of the Loans, the Commitments total reserves and the other rights and obligations liabilities of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof general account (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunderas determined under PTCE 95-60) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate exclusive of a Lender); provided, however, that (Aseparate account liabilities) written notice plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such assignmentEligible Transferee, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) such transfer or assignment will not be effective until recorded by Administrative and Collateral Agent on the assignor Lender or Assignee shall pay to the Register and Administrative and Collateral Agent has received, for its own account, payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee 5,000. As used in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptancethis Section, the Agent has received payment of term “employee benefit plan” shall have the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been meaning assigned to it pursuant to such Assignment in Title I of ERISA and Acceptance, shall have the rights and obligations of also include a Lender under the Loan Documents, and (ii“plan” as defined in Section 4975(e)(1) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 LenderCode.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender Lenders (other than the French Swingline Lender) and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(apursuant to paragraph (a), (e), (f), (g) or (gh) of Section 10.1 has occurred and is continuing, the Borrower Borrowers’ Agent (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, Approved Fund or to a Lender or to an Affiliate or branch of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (Aw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (Bx) such Lender and its Assignee shall deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance; (y) the Assignee, along with an Administrative Questionnaire and if it shall not be a Lender, shall deliver to the Agent any know-your-customer documentationtax forms required by Section 5.1(f); and (Cz) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received any tax forms required by Section 5.1(f) (unless the Assignee shall already be a Lender hereunder), the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 13.21 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”), in each case that is not a Disqualified Lender, participating interests in any Loans, any Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the applicable Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(C) and (D) and Section 12.1(a)(iv), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section 12.2, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 12.2. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR § 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the applicable Borrowers’ prior written consent and the applicable Borrowers expressly waive the benefit of this provision at the time of such sale. A Participant that would be subject to the requirements of Section 5.1(f) if it were a Lender shall not be entitled to the benefits of Section 5.1 unless the applicable Borrowers are notified of the participating interest sold to such Participant and such Participant agrees, for the benefit of the applicable Borrowers, to comply with Section 5.1(f) as though it were a Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld withheld), and, if no Default or delayedEvent of Default exists, with the written consent of the Borrowers’ Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent or the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender capable, in the good faith judgment of such Lender, or an Approved Fund of a Lender and (yperforming its obligations hereunder) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Obligors and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in the form of Exhibit D (“Assignment and Acceptance”), along with an Administrative Questionnaire and any know-your-customer documentation; and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee . Any assignment in its sole discretionviolation of this Section 11.2 shall be null and void. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and AcceptanceAcceptance (including the consent of the Borrowers’ Agent, the Agent has received if required) and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Obligors and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a)(i), (ii) and (iii), and all amounts payable by the Obligors hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Any Participant exercising such right of set-off shall give prompt written notice thereof to the Borrowers’ Agent after such set-off. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of such Lender or a Lender, or an Approved Fund of a Lender and (yRelated Fund) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunderhereunder (provided that, in all cases, the Loans assigned by the assignor Lender shall be composed of pro-rata portions of the assignor Lender's Commitment), in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit B ("Assignment and Acceptance, along with an Administrative Questionnaire "); (iii) the Assignee executes and any knowdelivers to the First Lien Agent and First Lien Co-your-customer documentationAgent a written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (Civ) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, furtherhowever, that the Agent may elect to waive no such processing fee shall be due in its sole discretionconnection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan DocumentsDocuments and the Intercreditor Agreement, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents and the Intercreditor Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document or the Intercreditor Agreement furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by the Parent and any Obligor Subsidiary to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Parent and the Subsidiaries or the performance or observance by any Obligor the Parent and the Subsidiaries, as applicable, of any of its their obligations under this Agreement or Agreement, any other Loan Document or the Intercreditor Agreement furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of any Borrower Party (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement, the other Loan Documents and the Intercreditor Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement, any other Loan Document or the Intercreditor Agreement except the matters set forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or United States Treasury Regulation 31 C.F.R. ss. 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) Administrative Borrower shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of a Lender as the registered owner of each Term Loan held by such Lender. Other than in connection with an assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same), Administrative Borrower shall treat the Person in whose name such Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Administrative Borrower, shall maintain a comparable register. (h) In the event that a Lender sells participations in the Registered Loan, such Lender, on behalf of Administrative Borrower, shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (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 Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Assignments; Participations. (a) Any Lender may, with Borrower shall not be permitted to assign this Agreement without the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter any purported assignment in violation of Credit Issuersthis Section 13.01 shall be null and void. (b) Lender may at any time, and from time to time, assign to one or more Persons (iiiother than natural persons) so long as (each such Person, subject to the limitations in this Section 13.01(b), an “Assignee”) its rights and obligations under this Agreement in whole or in part; provided that, if no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, (i) Lender shall not assign any of its rights and obligations under this Agreement to any Excluded Person and (ii) with respect to any other Person, Lender shall not assign any of its rights and obligations under this Agreement without the Borrower (in each caseprior written consent of Borrower, which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees delayed (provided that (x) no such Borrower consent if Lender shall be required in connection with any have delivered notice of a proposed assignment to an existing LenderBorrower and Borrower shall not have responded thereto within five (5) Business Days, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such the Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of consented to such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lenderassignment); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect Lender shall not require, and Borrower shall have no consent right with respect to, any assignment to waive such processing fee in its sole discretion(x) any Affiliate of Lender, or any entity or Affiliate of an entity that administers or manages Lender, or (y) any Approved Fund. (bc) From Without restriction and after the date that the Agent has received an executed Assignment and Acceptancewithout notice to or consent of Borrower or any of its Subsidiaries, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documentsmay at any time, and (ii) the assignor Lender shallfrom time to time, sell participation rights to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and one or more Assignees in the case of an Assignment and Acceptance covering all or the remaining a portion of an assignor Lender’s its rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility including with respect to the financial condition Fixed Interest and Revenue Participations; provided that, unless an Event of Default has occurred and is continuing, Lender may not sell participation rights to an Excluded Person; and provided, further, that, if an Event of Default has occurred and is continuing, Lender may sell participation rights to any Obligor Person (other than natural persons) without restriction. No such Assignee shall be entitled to the benefit of Article VI in excess of the amounts to which Lender would be entitled. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) Without restriction and without notice to or the performance consent of Borrower or observance by any Obligor of any of its obligations under this Agreement Subsidiaries, Lender may at any time, and from time to time, pledge or create any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received Lien on all or a copy portion of its rights under this Agreement, together including with respect to the Tranche A Loan, Tranche B Loan, Fixed Interest and Revenue Participations. (e) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among Lenders according to their proportionate interests in the applicable Loans. (f) Borrower shall, and shall cause all of its Subsidiaries to, from time to time at the request of Lender, execute and deliver any documents reasonably requested by Lender in connection with an assignment or participation permitted hereunder, including new Notes in exchange for the Notes held by Lender. Borrower shall keep at its office a register for the registration and transfer of the Notes. Upon surrender of any Note to Borrower for registration of transfer of such other documents and Note, Borrower shall execute, in the name of the designated transferee or transferees, one or more new Notes. (g) Lender may, in connection with any participation pursuant to this Section 13.01, disclose to the prospective assignee or participant any information as it has deemed appropriate relating to make Borrower and/or its own credit analysis and decision Subsidiaries furnished to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender by or on behalf of Borrower or any other Lender, and based on such documents and information as it of its Subsidiaries in connection with the Loan Documents; provided that the prospective assignee or participant 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 appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 agree to be performed bound by it as a LenderSection 13.18 hereof prior to receiving any such information regarding Borrower or its Subsidiaries.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 10,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)10,000,000; provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrowers to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrowers or the performance or observance by any Obligor the Borrowers of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate other lenders or other entities all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement with respect to all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to its Commitment and any Term Loan made by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)it; provided, however, that (Ai) written notice such assignment is in an amount which is at least $1,000,000 or a multiple of $100,000 in excess thereof (or the remainder of such assignmentLender's Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (x) a Lender, together with payment instructionsan Affiliate of such Lender or an Approved Fund of such Lender or (y) a group of new Lenders, addresses and related information with respect each of whom is an Affiliate or an Approved Fund of each other to the Assigneeextent the aggregate amount to be assigned to all such new Lenders is at least $1,000,000 or a multiple of $100,000 in excess thereof), (ii) the parties to each such assignment shall be given to the Borrower execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent Agent, for its acceptance, an Assignment and Acceptance, along together with any promissory note subject to such assignment and such parties shall deliver to Agent, for the benefit of Agent, a processing and recordation fee of $5,000 (except the payment of such fee shall not be required in connection with an Administrative Questionnaire and any know-your-customer documentation; assignment by a Lender to a Lender, an Affiliate of such Lender or an Approved Fund of such Lender) and (Ciii) no written consent of Agent shall be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the assignor Lender business or Assignee shall pay to the Agent a processing fee in the amount loan portfolio of $3,500; providedsuch Lender. Upon such execution, furtherdelivery and acceptance, that the Agent may elect to waive such processing fee in its sole discretion. (b) From from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, which effective date shall be at least 3 Business Days after the delivery thereof to Agent has received payment of the above-referenced processing fee (or such shorter period as shall be agreed to by Agent and the Agent has recorded parties to such assignment in the Register as provided in Section 13.20 hereinassignment), (iA) the Assignee assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligationsobligations hereunder held by it immediately prior to such effective date, including, but not limited to, have the obligation to participate in Letters of Credit, rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, Acceptance and (iiB) the assignor assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, upon prior written notice to the Agent and in consultation with the written consent of Parent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consultation shall not be unreasonably withheld binding on such Lender or delayedthe Agent), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Term Loan and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000; provided, or however, that, unless an integral multiple assignor Lender has assigned and delegated all of $1,000,000 its Pro Rata Share of the Term Loan, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains an interest in excess thereof (provided that an amount less than the Obligations in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)5,000,000; provided, however, that that there shall be no such limitations or restrictions in connection with the assignments contemplated on or about the Closing Date (Athe "Closing Date Assignments") or in connection with any subsequent assignments by the Lenders party to the Agreement immediately after giving effect to the Closing Date Assignments to any Affiliate, fund, or other investment vehicle organized, controlled or managed by any such Lender; provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Parent and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Parent and the Agent an Assignment and Acceptance in substantially the form of Exhibit C ("Assignment and Acceptance, along ") together with an Administrative Questionnaire and any know-your-customer documentationnote or notes subject to such assignment; and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive evidence assignments of the Term Loan in accordance herewith. In connection with any assignment hereunder, each Lender agrees to return to Parent any old Term Notes marked cancelled promptly upon the consummation of any assignment hereunder so long as such processing fee in Lender has received a substitute Term Note evidencing its sole discretionPro Rata Share of the Term Loan, if any, after giving effect to the assignment. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrowers to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrowers or the performance or observance by any Obligor the Borrowers of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, with None of the Borrowers may assign any of its rights or obligations under any Loan Document without the prior written consent of (i) the Agent, (ii) the Swingline Lender Agent and the Letter Lenders. (b) With the consent of Credit Issuersthe Agent and, and (iii) so long as there exists no Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuingDefault, the Borrower Borrowers (in each case, which consents shall not be unreasonably withheld or delayedin either case), any Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate assignees all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations of under this Agreement pursuant to an Assignment Agreement. Any such Lender hereunder, assignment shall be in a minimum the amount of at least $5,000,000, 1,000,000 (or an integral any whole multiple of $1,000,000 in excess thereof (provided that thereof), unless the relevant assignment is to an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all affiliate of the Loans, the Commitments and the other rights and obligations assigning Lender or is an assignment of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate entire Commitment of a the assigning Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee . The assignee shall pay to the Agent Agent, if requested by the Agent, a processing transfer fee in the amount of $3,500; provided, further, that 3,500 for each such assignment. Any such assignment shall become effective upon the execution and delivery to the Agent may elect to waive such processing fee in its sole discretion. (b) From of the Assignment Agreement and after the date that consent of the Agent has received Agent. Promptly following receipt of an executed Assignment and AcceptanceAgreement, the Agent has received payment shall send to the Borrowers a copy of such executed Assignment Agreement. Promptly following receipt of such executed Assignment Agreement, the Borrowers shall execute and deliver, at their own expense, new Notes to the assignee and, if applicable, the assignor, in accordance with their respective interests, whereupon the prior Notes of the above-referenced processing fee and assignor and, if applicable, the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinassignee, (i) the Assignee thereunder shall be a party hereto and, canceled and returned to the extent that rights and obligations, including, but not limited toBorrowers. Upon the effectiveness of any assignment pursuant to this Section 9.1(b), the obligation to participate in Letters assignee will become a “Lender,” if not already a “Lender,” for all purposes of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, shall be relieved of its obligations hereunder to the extent that of such assignment. If the assignor no longer holds any rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto“Lender” hereunder, except that its rights under Section 5.17, Section 5.21, Section 5.22 and Section 8.7, shall not be affected. On the last Business Day of each month during which an assignment has become effective pursuant to this Section 9.1(b), the Agent shall prepare a new Schedule 1.2 giving effect to all such assignments effected during such month and will promptly provide a copy thereof to the Borrowers and each Lender. (c) By executing and delivering an Assignment and AcceptanceEach Lender may transfer, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided grant or assign participations in such Assignment and Acceptance, such assignor Lender makes no representation all or warranty and assumes no responsibility with respect any portion of its interests hereunder to any statementsPerson pursuant to this Section 9.1(c), warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value provided that such Lender shall remain a “Lender” for all purposes of this Agreement and the Transferee of such participation shall not constitute a “Lender” hereunder. In the case of any such participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the granting Lender as set forth in the agreement with such Lender creating such participation, and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation. Each agreement creating a participation must include an agreement by the participant to be bound by the provisions of Section 8.3, Section 8.6 and Section 8.7. (d) The Lenders may furnish any information concerning the Borrowers or any other Loan Document furnished pursuant hereto or of them in the attachment, perfection, or priority possession of any Lien granted by any Obligor the Lenders from time to time to assignees and participants and prospective assignees and participants. (e) Notwithstanding anything in this Section 9.1 to the Agent or contrary, any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation which is a national or warranty state bank may assign and assumes no responsibility with respect to the financial condition of any Obligor pledge all or the performance or observance by any Obligor of any of its obligations under this Agreement Notes or any interest therein to any Federal Reserve Bank or the Department of the Treasury of the United States of America 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 System and/or such Federal Reserve Bank. No such assignment or pledge shall release the assigning or pledging Lender from its obligations hereunder. (f) Notwithstanding any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy provisions of this AgreementSection 9.1, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon no transfer or assignment of the Agent, such assignor interests or obligations of any Lender or grant of participations therein shall be permitted if such transfer, assignment or grant would require 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by Borrowers to file a registration statement with the terms Securities and Exchange Commission or any successor Governmental Authority or qualify the Loans under the “Blue Sky” laws of this Agreement are required to be performed by it as a Lenderany state.

Assignments; Participations. (a) Any Lender may, with the prior written consent of Agent (iwhich consent shall not be unreasonably withheld) the Agentand, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed)prior written consent of ▇▇▇▇▇▇▇▇▇, assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of Agent or any Borrower consent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a Lender, or an Approved Fund such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender and (yto another Lender) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender ▇▇▇▇▇▇ and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit B (“Assignment and Acceptance”), along together with an Administrative Questionnaire and any know-your-customer documentationNote or Notes subject to such assignment; and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (b) From and after the date that Agent notifies the Agent assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and related credit support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Borrowers to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrowers or the performance or observance by any Obligor Borrowers of any of its their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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; and (vii) such Assignee is an Eligible Assignee and not a Person to whom Obligations may not be assigned pursuant to clause (i) below. (d) The Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices 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 Commitments of, and principal amount (and stated interest) of the Loans and Letter of Credit Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning ▇▇▇▇▇▇ and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing fee referred to in subsection (a) of this section and any written consent to such assignment required by subsection (a) of this section, the Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this section.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) Metals USA, the Administrative Agent, (ii) the Swingline Lender and the each Letter of Credit Issuers, and Issuer (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), ) assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of Metals USA shall be required in connection with any assignment and delegation by a Lender to an existing Lender, another Lender or to an Affiliate of a Lender, during the primary syndication of the Commitments and/or the Revolving Loans to Persons identified by the Administrative Agent to Metals USA on or prior to the Closing Date and reasonably acceptable to Metals USA, or after the occurrence and during the continuance of an Approved Fund Event of a Lender Default; and (y) such Borrower consent provided further that Metals USA shall be deemed to have been given if consented to any such assignment and delegation unless it shall object thereto by written notice to the Borrower has not responded Administrative Agent within ten seven (107) Business Days of receipt of a written request for consent after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunderhereunder (any such assignment and delegation being referred to herein as an “Assignment”), in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 2,500,000 (provided that that, (i) unless an amount less than the assignor Lender has assigned and delegated all of its Revolving Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 2,500,000 and (ii) such amount may be assigned if agreed to by the Borrower aggregated in respect of each Lender and the Agent, its Affiliates or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderRelated Funds); provided, however, that the Borrowers and the Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (Bii) the parties to such Lender Assignment shall execute and its Assignee deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent and provided that only one such fee shall be payable in the case of concurrent assignments to persons that, after giving effect to such assignments, will be Related Funds); and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Borrower and the Administrative Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; all applicable tax forms provided for under Section 5.1 and such assignment shall have been recorded pursuant to paragraph (Ce) of this Section 13.3. If required, the assignor Lender Borrowers agree to promptly execute and deliver, upon or Assignee shall pay concurrently with the surrender of the existing Notes, new Notes and replacement Notes as reasonably requested by the Administrative Agent to evidence assignments of the Agent a processing fee Revolving Loans and Commitments in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionaccordance herewith. (b) From Upon acceptance and recording pursuant to paragraph (e) of this Section 13.3, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, of the obligation to participate in Letters of Credit, have been interest assigned to it pursuant to by such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, this Agreement and (iiB) the assignor assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Article 5 and Section 15.11, as well as to any fees accrued for its account and not yet paid). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Loan Party to the Collateral Agent or any Lender other Secured Party in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Loan Party or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the an Agent, such assignor Lender assigning Lender, 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; (v) such Assignee appoints and authorizes the Agent Agents to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent Agents by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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, acting for this purpose as an agent of the Borrowers, 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 Commitment of, and principal amount of and interest on the Revolving Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error and the Borrowers, the Agents, the Letter of Credit Issuers and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Letter of Credit Issuer, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, an Administrative Questionnaire completed in respect of such Assignee (unless such Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (a) above, if applicable, and the written consent of the Administrative Agent and, if required, Metals USA, the Swingline Lender and each Letter of Credit Issuer to such Assignment and any applicable tax forms provided for under Section 5.1, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e). The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (f) Any Lender may at any time, without the consent of the Borrowers, the Swingline Lender, the Letter Credit Issuer or the Administrative Agent, sell to one or more Participants participating interests in any Revolving Loans, the Commitment of that Lender, and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Agents shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 13.2(a)(i), (ii), (iii) and (vii) with respect to such participation, and (v) subject to paragraph (g) of this Section, all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register in the United States 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 Revolving Loans, Commitments, or other obligations under the Loan Documents (the “Participant Register”). 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. (g) Pursuant to paragraph (f)(v) of this Section, a Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Metals USA’s prior written consent. A Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 5.3 unless Metals USA is notified of the participation sold to such Participant and such Participant agrees to comply with Section 5.1 as though it were a Lender. Any Lender may at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender; provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto; and provided further, that no such assignee shall be entitled to receive any greater amount pursuant to Section 5.1 or 5.3 than that which the assigning Lender would have been entitled to receive had no such assignment occurred. (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Revolving Loans that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Revolving Loans and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Revolving Loan, the Granting Lender shall be obligated to make such Revolving Loan pursuant to the terms hereof. The making of a Revolving Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 13.3, any SPC may (i) with notice to, but without the prior written consent of, Metals USA and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Revolving Loans to the Granting Lender or to any financial institutions (consented to by Metals USA and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Revolving Loans and (ii) disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. (i) In the event that any Lender shall become a Defaulting Lender or S&P, ▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇▇’▇ BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Lender, downgrade the long-term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Lender that is not rated by any such ratings service or provider, Metals USA, any Letter of Credit Issuer or the Swingline Lender shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Lender) then Metals USA, any Letter of Credit Issuer or the Swingline Lender shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in paragraph (a) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in paragraph (a) above) all its interests, rights and obligations in respect of its Commitment to such Assignee; provided, however, that (i) no such assignment shall violate any law, rule and regulation or order of any Governmental Authority and (ii) Metals USA, the applicable Letter of Credit Issuer or such Assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Revolving Loans made by such

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an a then-existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent; provided, further, that no such consent shall be required in connection with any assignments between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Section 13.7(a) of the Loan Agreement is hereby deleted in its entirety and the following substituted therefor: (a) Each Lender may, with the prior written consent of Agent, assign all or, if less than all, a portion equal to at least $10,000,000 in the aggregate for the assigning Lender (or in the case of Term B Loan Lender, a portion equal to at least $2,000,000), of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the AgentRegister and (ii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000; provided, that, such fee shall not be applicable to any assignments made to Affiliates of the assigning Lender or Approved Funds. Notwithstanding anything to the contrary contained in this Section 13.7(a), Term B Loan Lender may assign any or all of its rights under the Financing Agreements to an Affiliate of Term B Loan Lender or an Approved Fund of Term B Loan Lender without the prior written consent of Agent and without delivering an Assignment and Acceptance to Agent or Borrowers, provided, that, (i) Borrowers and Agent may continue to deal solely and directly with such Term B Loan Lender until a fully executed Assignment and Acceptance has been delivered to Agent for recordation on the Register, (ii) the Swingline failure of Term B Loan Lender to deliver an Assignment and Acceptance to Agent or Borrowers shall not affect the Letter legality, validity or binding effect of Credit Issuers, such assignment and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred an Assignment and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign Acceptance between Term B Loan Lender and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, Term B Loan Lender or an Approved Fund of a Term B Loan Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, effective as of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided specified in such Assignment and Acceptance, such assignor .” (b) Section 13.7(b) of the Loan Agreement is hereby amended by adding the following at the end thereof: “In the case of an assignment by a Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Approved Funds that is not reflected in Agent’s Register, the assigning Lender shall maintain a comparable register on behalf of Agent.” (c) Section 13.7 of the Loan Agreement is hereby amended to add a new Section 13.7(i) as follows: (i) A Registered Term B Loan (and the Registered Term B Note, if any, evidencing the same) may be assigned or any other sold in whole or in part only by registration of such assignment or sale on the Register or comparable register (and each Registered Term B Note shall expressly so provide). Any assignment or sale of all or part of such Registered Term B Loan Document furnished pursuant hereto; (iiiand the Registered Term B Note, if any, evidencing the same) may be effected only by registration of such Assignee confirms that it has received a copy of this Agreementassignment or sale on the Register (or comparable register), together with the surrender of the Registered Term B Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder 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; (iv) such Assignee willRegistered Term B Note, independently and without reliance upon the Agentwhereupon, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the timerequest of the designated assignee(s) or transferee(s), continue to make its own credit decisions one or more new Registered Term B Notes in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Term B Loan (and the Registered Term Note, if any evidencing the same), Agent and Borrowers shall treat the Person in whose name such Loan (and the Registered Term Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the event that Term B Loan Lender sells participations in a Registered Term B Loan, Term B Loan Lender shall maintain a register on which it enters the name of all participants in the Registered Term B Loan (the “Participant Register”). A Registered Term B Loan (and the Registered Term B 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 Term B Note shall expressly so provide). Any participation of such Registered Term Loan (and the Registered Term Note, if any, evidencing the same) may be effected only by the terms hereof, together with registration of such powers, including participation on the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 LenderParticipant Register.”

Assignments; Participations. (a) Any Each Lender maymay assign to one or more other Eligible Assignees (each, with an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it and the Note or Notes held by it); provided, -------- however, that (i) any such assignment (other than an assignment to a Lender or ------- an Affiliate of a Lender) shall not be made without the prior written consent of (i) the Agent, (ii) the Swingline Lender Agent and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each caseto be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consents consent shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower the Borrower's consent shall not be required in connection with any the -------- event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignment shall be of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) except in the case of an assignment to an existing Lender, a Lender or an Affiliate of a Lender, or an Approved Fund of a Lender and (y) no such Borrower consent assignment shall be deemed to have been given if the Borrower has not responded within ten in an aggregate principal amount (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, determined as of the Loans, date of the Commitments Assignment and the other rights and obligations of Acceptance with respect to such Lender hereunder, in a minimum amount of assignment) less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than determined by combining the minimum amount of $5,000,000 may be the assigning Lender's outstanding Loans, and Unutilized Commitment being assigned pursuant to such assignment (or, if agreed less, the entire Commitment of the assigning Lender), and (iv) the parties to by the Borrower each such assignment will execute and deliver to the Agent, or if such amount represents all of for its acceptance and recording in the LoansRegister, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit 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 (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing . The terms and delivering an provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and agree with each other for the benefit of the Agent and the other parties hereto as follows: if set forth at length herein. (b) The Agent will maintain at its 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 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 and binding for all purposes, absent manifest error, and the Borrower, the 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 Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and, if required, counterexecuted by the Borrower, together with the Note or Notes subject to such assignment and the processing fee referred to in subsection (a) above, the Agent will (i) other than as provided in accept such Assignment and Acceptance, (ii) on the effective date thereof, record the information contained therein in the Register and (iii) give notice thereof to the Borrower and the Lenders. Within five (5) Business Days after its receipt of such assignor notice, the Borrower, at its own expense, will execute and deliver to the Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of the Assignee (and, if the assigning Lender makes has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the provisions of Section 2.4 as necessary to reflect, after giving effect to the assignment, the Commitments of the Assignee and (to the extent of any retained interests) the assigning Lender, dated the date of the replaced Note or Notes and otherwise in substantially the form of Exhibit A. The Agent will return canceled Notes to the Borrower. (d) Each Lender may, without the consent of the Borrower, the 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, 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) no representation Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (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 no Lender shall permit any Participant to have any voting rights or warranty and assumes no responsibility any right to control the vote of such Lender with respect to any statementsamendment, warranties modification, waiver, consent or representations made in other action hereunder or in connection with this Agreement under any other Credit Document (except as to actions that would (x) reduce or forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations, (y) extend the Maturity Date or any other Loan Document date fixed for the payment of any principal of or the executioninterest on any Loan, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any fees or any other Loan Document furnished pursuant hereto or the attachment, perfectionObligations, or priority (z) increase or extend any Commitment of any Lien granted by Lender), and (iv) no Participant shall have any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any of the other Loan Document Credit 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 Borrower hereunder shall be determined as if such Lender had not granted such participation. Notwithstanding the foregoing, each Participant shall have the rights of a Lender for purposes of Sections 2.16(a), 2.16(b), 2.17, 2.18 and 8.3, and shall be entitled to the benefits thereto, to the extent that the Lender granting such participation would be entitled to such benefits if the participation had not been made, provided that no Participant shall be entitled to receive any greater amount -------- pursuant to any of such Sections than the Lender granting such participation would have been entitled to receive in respect of the amount of the participation made by such Lender to such Participant had such participation not been made. (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. (f) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower and its Subsidiaries furnished pursuant to it by or on behalf of any other party hereto; (iii) , provided that such Assignee confirms that it has received a copy of this Agreement, together with or Participant or proposed Assignee or Participant agrees in writing to keep such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLenders under Section 11.13.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit A (“Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; ”) and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion4,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon each Assignee’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lendereach, an Affiliate "Assignee") all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignmentassignment shall be of a uniform, together with payment instructionsand not varying, addresses percentage of all of the assigning Lender's rights and related information obligations under this Agreement, (iii) no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the Assigneeamount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such assignment (or, shall be given if less, the entire Commitment of the assigning Lender), and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignor and/or the Assignee shall will pay a nonrefundable processing fee of $3,000 to the Administrative Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit 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 (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing . The terms and delivering an provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender 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: if set forth at length herein. (b) The Administrative Agent will maintain at its 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 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 and binding for all purposes, absent manifest error, and the Borrower, the Administrative 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 Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and, if required, counterexecuted by the Borrower, together with the Note or Notes subject to such assignment and the processing fee referred to in subsection (a) above, the Administrative Agent will (i) other than as provided in accept such Assignment and Acceptance, (ii) on the effective date thereof, record the information contained therein in the Register and (iii) give notice thereof to the Borrower and the Lenders. Within five (5) Business Days after its receipt of such assignor notice, the Borrower, at its 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 the Assignee (and, if the assigning Lender makes has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the provisions of Section 2.4 as necessary to reflect, after giving effect to the assignment, the Commitments of the Assignee and (to the extent of any retained interests) the assigning Lender, dated the date of the replaced Note or Notes and otherwise in substantially the form of Exhibit A. The Administrative Agent will return canceled Notes to the Borrower. (d) Each Lender may, without the consent of the Borrower, the Administrative Agent or any other Lender, sell to one or more other Persons other than an insurance company, insurance holding company or any financial institution that has a substantial interest in an insurance company, unless agreed to by the Borrower (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 (including, without limitation, those under Section 10.13) shall remain unchanged and such Lender shall remain solely responsible for the performance of such obligations, (ii) no representation Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (iii) the Borrower, 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 no Lender shall permit any Participant to have any voting rights or warranty and assumes no responsibility any right to control the vote of such Lender with respect to any statementsamendment, warranties modification, waiver, consent or representations made in other action hereunder or in connection with this Agreement under any other Credit Document (except as to actions that would (x) reduce or forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations, (y) extend the Maturity Date or any other Loan Document date fixed for the payment of any principal of or the executioninterest on any Loan, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any fees or any other Loan Document furnished pursuant hereto or the attachment, perfectionObligations, or priority (z) increase or extend any Commitment of any Lien granted by Lender), and (iv) no Participant shall have any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any of the other Loan Document Credit 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 Borrower hereunder shall be determined as if such Lender had not granted such participation. Notwithstanding the foregoing, each Participant shall have the rights of a Lender for purposes of Sections 2.16(a), 2.16(b), 2.17, 2.18 and 8.3, and shall be entitled to the benefits thereto, to the extent that the Lender granting such participation would be entitled to such benefits if the participation had not been made, provided that no Participant shall be entitled to receive any greater amount pursuant to any of such Sections than the Lender granting such participation would have been entitled to receive in respect of the amount of the participation made by such Lender to such Participant had such participation not been made. (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. (f) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower and its Subsidiaries furnished pursuant to it by or on behalf of any other party hereto; (iii) , provided that such Assignee confirms that it has received a copy of this Agreement, together with or Participant or proposed Assignee or Participant agrees in writing to keep such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLenders under Section 10.13.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender Agent and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each caseWestlake, which consents consent shall not be unreasonably withheld or delayed)withheld, assign and delegate to one or more Eligible Assignees (provided that (xi) no such Borrower consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, another Lender or an Approved Fund of a Lender and Fund, (yii) such Borrower consent Westlake shall be deemed to have been given if consented to any such assignment unless it shall object thereto by written notice to the Borrower has not responded Agent within ten five (105) Business Days after having received notice thereof; and (iii) no consent of receipt Westlake shall be required if an Event of a written request for consent Default has occurred and is continuing at the time of such assignment ) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,00010,000,000, or an integral multiple or, if less, all of $1,000,000 in excess thereof such Lender’s Commitment (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender10,000,000); provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F or otherwise satisfactory to the Agent (“Assignment and Acceptance”) together with any note or notes, along with an Administrative Questionnaire and any know-your-customer documentation; if any, subject to such assignment, and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes if requested by an Assignee or assignor Lender to evidence assignments of the Agent may elect to waive such processing fee Revolving Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, Acceptance (and consent of the Agent has received thereto, if required) and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan DocumentsDocuments (except for such rights and obligations not available to such assignee by express terms of this Agreement), and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Loan Party to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Loan Party or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and (without reliance upon the Agent, such assignor Lender assigning Lender, 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of any Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged; (ii) the Originating Lender shall remain solely responsible for the performance of such obligations; (iii) the Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents; and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except the matters set forth in Section 11.1(a)(i), (ii), and (iii), and all amounts payable by the Loan Parties hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) If at any time any Lender which has issued any Letters of Credit which remain outstanding, assigns all of its Commitment, it shall retain all the rights, powers, privileges, and duties of a Letter of Credit Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its assignment of its Commitment and all Letter-of Credit Rights with respect thereto (including the right to require the Lenders to make Base Rate Loans pursuant to Section 1.3). In the event any other Lender issues any Letter of Credit in substitution for any outstanding Letter of Credit issued by any Lender which ceases to be a Lender hereunder, the successor Letter of Credit Issuer shall succeed to the rights and obligations of the original Letter of Credit Issuer. (g) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, or any other central bank having jurisdiction over such Lender, and such Federal Reserve Bank or other central bank having jurisdiction over such Lender may enforce such pledge or security interest in any manner permitted under applicable law. (h) No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural person. In connection with any assignment by a Defaulting Lender, such assignment shall be effective only upon payment by the Eligible Assignee or Defaulting Lender to the Agent of an aggregate amount sufficient, upon distribution (through direct payment, purchases of participations or other compensating actions as the Agent deems appropriate), (a) to satisfy all funding and payment liabilities then owing by the Defaulting Lender hereunder, and (b) to acquire its Pro Rata Share of all Revolving Loans and Letter of Credit Obligations. If an assignment by a Defaulting Lender shall become effective under applicable Requirement of Law for any reason without compliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all purposes until such compliance occurs. (i) Each Lender that sells a participation shall, acting as a non-fiduciary agent of Borrowers (solely for tax purposes), maintain a register in which it enters the Participant’s name, address and interest in Commitments, Loans (and stated interest) and Letter-of Credit Rights. Entries in the register shall be conclusive, absent manifest error, and such Lender shall treat each Person recorded in the register as the owner of the participation for all purposes, notwithstanding any notice to the contrary. No Lender shall have an obligation to disclose any information in such register except to the extent necessary to establish that a Participant’s interest is in registered form under the Code.

Assignments; Participations. (a) Any Lender Each Bank may, with at its own expense, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Total Commitment, the written consent of Loans owing to it and the Note(s) held by it); provided, however, that no rights shall be assigned unless the corresponding obligations are assumed by the proposed assignee and (i) each such assignment shall be of a constant, and not a varying, percentage of all of the Agentassigning Bank's rights and obligations under this Agreement, (ii) the Swingline Lender portion of the Total Commitment of the assigning Bank being assigned pursuant to each such assignment shall in no event be less than $5,000,000 and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof thereof, (provided that iii) any assignment made by an amount less than assigning Bank shall be subject to the minimum payment by such assigning Bank to the Agent of an assignment fee in the amount of $5,000,000 may be assigned if agreed 3,500.00, (iv) prior to by the Borrower and the Agent, or if any such amount represents all of the Loansassignment, the Commitments and Agent and, provided no Event of Default then exists, the other rights and obligations of the Lender hereunder) (providedBorrower, further that no shall have consented thereto, unless such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or is to an Affiliate of such Bank or is pursuant to subsection 10.14(b) below (which consent, in either case, shall not be unreasonably withheld), and (v) the assigning Bank and the assignee thereof shall execute and deliver an assignment and acceptance agreement in form and substance satisfactory to the Agent, which shall be delivered to the Agent for its acceptance. (b) Nothing herein provided shall prevent any Bank or its assignees from selling at any time a Lenderparticipation in its Total Commitment, its Loans, any fees payable to it hereunder or any other rights hereunder (the purchaser of any such parti-cipation being hereinafter sometimes referred to as a "Partici-pant"); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinthat, (i1) the Assignee thereunder no such sale or participa -tion shall be a party hereto andalter such Bank's obligations hereunder, (2) no Bank, its assignees or their Participants may grant participations if such Bank, its assignees and their Participants have outstanding at such time participations to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters an aggregate of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documentsthree (3) or more Participants, and (ii3) any agreement pursuant to which any Bank may grant any such participation shall provide that such Bank shall retain the assignor Lender shallsole right and responsibility and exercise the rights of such Bank, and enforce the obligations of the Borrower relating to the extent that rights and obligations Total Commitment, the Loans, the fees payable hereunder and under the any other Loan Documents have been assigned by it pursuant to right of such Assignment and AcceptanceBank including, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptancewithout limitation, the assignor Lender thereunder and the Assignee thereunder confirm right to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptanceapprove any amendment, such assignor Lender makes no representation modification or warranty and assumes no responsibility with respect to waiver of any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value provision of this Agreement or any other Loan Document furnished pursuant hereto or and the attachment, perfection, or priority of right to take action to have the Loans declared due and payable. No Participant shall have any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that in respect of a Bank's Total Commitment, Loans, fees payable to it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender hereunder or any other Lenderrights hereunder other than to receive payments in respect of such Participant's participa-tion from such Bank. No sale or participation by a Bank of its Total Commitment or Loans shall affect such Bank's right to receive amounts payable to it pursuant to Sections 2.20, 2.24 and based 10.2 hereof, calculated on the basis of the full amount of such documents Bank's Loan or Total Commitment. A Bank may furnish from time to time any information concerning the Borrower and information as it any of its Subsidiaries or any of the Loan Documents to any Participant or prospective participant; provided that such Bank shall deem appropriate at use its best efforts to assure that any such Participant or prospective participant shall maintain due confidentiality with respect to such information. (c) Notwithstanding anything to the timecontrary contained herein, continue to make any Bank may assign and pledge all or any portion of its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers right under this Agreement and its Notes to any Federal Reserve Bank or the United States Treasury as are delegated 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, provided that any payment in respect of the Notes and any other Indebtedness of the Borrower under this Agreement made by the Borrower to the Agent by assigning and/or the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform pledging Bank in accordance with their terms all of the obligations which by the terms of this Agreement are required shall satisfy the Borrower's obligations hereunder in respect of such assigned interest to be performed by it as a Lenderthe extent of such payment. No such assignment shall release the assigning Bank from its obligations hereunder.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (iwhich consent shall not be unreasonably delayed or withheld) the Agentand, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as if no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuingexists, the Borrower Agent (in each case, which consents consent shall not be unreasonably withheld delayed or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent or the Borrower consent Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, another Lender or an Affiliate of a Lenderof, or an Approved Fund of a Lender and (yfund managed by, such Lender) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)5,000,000; provided, however, that the Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit D (“Assignment and Acceptance”) together with any note or notes subject to such assignment, along with (iii) except for an Administrative Questionnaire and any know-your-customer documentation; and (C) assignment to an Affiliate, the assignor Lender or Assignee shall pay has paid to the Agent a processing and recordation fee in the amount of $3,500; provided, further, that the 5,000 and (iv) Agent may elect to waive such processing fee in its sole discretionshall have received any forms required by Section 12.10. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to be indemnified for Indemnified Taxes under Section 4.1(c)) and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Loan Parties to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or any Obligor of them or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent 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 Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of a Loan Party (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Loan Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by the Loan Parties hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an “Assignor”) may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that (x) no banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender but without the consent of Borrower, Agent or such Borrower consent shall be required in connection with Issuing Lenders, assign to any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a or any other Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all), all or any ratable part of all, of the LoansAdvances, the Commitments Revolving Credit Commitment (including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Lender hereunder; provided, however, that such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and each Issuing Lender) of One Million Dollars ($1,000,000) (or, if less, the full amount of such Assignor’s Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, howeverfurther, that (Ai) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such assignment; (ii) Borrower and Agent shall be entitled to continue to deal solely and directly with such Assignor in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have 88 been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit M (an “Assignment and Acceptance”), along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent in the amount of Three Thousand Five Hundred Dollars $3,500; provided, furtherand thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, that any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent any or all of the Advances it may elect have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in its sole discretionthe first sentence of this Section 9.04(a). (b) From and after Any Lender other than any Conduit Lender may, without the date consent of Agent, any other Lender to whom obligations are owed in respect of Letters of Credit issued by it or Borrower, at any time sell to one or more Lenders or other entities (a “Participant”) participating interests in any Advances, any Revolving Credit Commitment, any Letter of Credit participations or any reimbursement obligations of such Lender in respect of any Letter of Credit hereunder; provided, however, that such participation shall not increase the Agent has received an executed Assignment and Acceptanceamount payable by Borrower in respect of taxes pursuant to Section 2.16 and, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, further that (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible for the performance of its obligations hereunder; (iii) Borrower and Agent shall continue to deal solely and directly with such Lender in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor connection with such Lender’s rights and obligations under this Agreement; (iv) no Lender shall transfer, grant or assign any participation under which the Participant shall have rights to approve any amendment or waiver of this Agreement except to the extent such amendment or waiver would (A) extend the Revolving Credit Termination Date beyond June 30, 2008, or the scheduled date for the payment of any installment of principal or interest of the Advances in which such Participant is participating, (B) reduce the amount of any scheduled installment of principal of the Advances hereunder in which such Participant is participating, (C) reduce the interest rate applicable to Advances hereunder in which such Participant is participating or (D) reduce any fees or commissions payable hereunder in which such Participant is participating; and (v) such Lender shall require its Participants to comply with the provisions of Section 10.03(b). In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other documents in connection herewith and all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that Borrower agrees that if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and the Notes to the same extent as if the amount of its participating interest were owing directly to it as a lender under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 with respect to its participation in the Commitments and the Advances and Letters of Credit outstanding from time to time as if it was a Lender; provided that, in the case of Sections 2.16, 2.17 and 2.18, such assignor Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender shall cease would have been entitled to be a party hereto)receive in respect of the 89 amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. (c) By executing Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and delivering any prospective Transferee such financial and other information in such Lender’s possession concerning Borrower or its Subsidiaries which has been delivered to Lenders pursuant to this Agreement or which has been delivered to Lenders by Borrower in connection with Lenders’ credit evaluation of Borrower prior to entering into this Agreement. (d) Nothing herein shall prohibit any Lender from pledging or assigning any Note in accordance with applicable law, including to any Federal Reserve Bank. (e) The Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 9.01 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Advances owing to, each Lender from time to time. The entries in the Register shall constitute prima facie evidence of the foregoing information, in the absence of manifest error, and the Borrower, each other Credit Party, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Advances and any Notes evidencing the Advances recorded therein for all purposes of this Agreement. Any assignment of any Advance, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Advance evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Advance, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the assignor Lender thereunder designated Assignee. (f) Upon its receipt of an Assignment and Acceptance executed by an Assignor, an Assignee and any other Person whose consent is required by this Section 9.04, together with payment to the Assignee thereunder confirm Agent of the registration and processing fee referred to and agree with each other and in paragraph (a) of this Section 9.04, the other parties hereto as follows: Agent shall (i) other than as provided in promptly accept such Assignment and Acceptance, such assignor Lender makes no representation or warranty Acceptance and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor record the information contained therein in the Register on the effective date determined pursuant thereto. (g) Each of the Borrower, each Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee Agent hereby confirms that it has received will not institute against a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Conduit Lender or join any other LenderPerson in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and based on such documents and information as it shall deem appropriate at one day after the time, continue to make its own credit decisions payment in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all full of the obligations which latest maturing commercial paper note issued by the terms such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of this Agreement are required its inability to be performed by it as institute such a Lenderproceeding against such Conduit Lender during such period of forbearance.

Assignments; Participations. (a) Any Lender Bank may, with --------------------------- the advance written consent of (i) the Transferor at all times other than during the existence of a Termination Event and the Agent, (ii) which consent of the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents Transferor shall not be unreasonably withheld or delayed)withheld, at any time assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Transferor or the Agent shall be required in connection with any assignment and delegation by a Bank to an existing Lender, Eligible Assignee that is an Affiliate of a Lender, or an Approved Fund of a Lender and (ysuch Bank) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Transferred Interest and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 10,000,000 and such Bank shall concurrently therewith assign a ratable portion in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)Credit Agreement; provided, however, that the Transferor and the Agent may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Transferor and the Agent by such Lender Bank and the Assignee; (Bii) such Lender Bank and its Assignee shall deliver have delivered to the Borrower Transferor and the Agent an Assignment and Acceptance, along executed assignment together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender Bank or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion2,500. (b) From and after the date that the Agent notifies the assignor Bank that it has received (and provided its consent with respect to) an executed Assignment assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassignment, shall have the rights and obligations of a Lender Bank under the Loan Documentsthis Agreement, and (ii) the assignor Lender Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations hereunder. (c) Upon advance written notice to the Transferor, each Bank shall have the right at any time to sell or otherwise transfer participations in all or any part of their pro rata portion of the Transferred Interest, to one or --- ---- more Affiliates of such Bank or to one or more commercial banks, merchant banks, savings and loan associations or any other institution (a "Participant"); provided that such Bank shall concurrently with any sale of a participation -------- herein sell a ratable participation under this the Credit Agreement (and thereafter cause any such participation herein to remain ratable with such participation under the Credit Agreement. The Transferor hereby acknowledges and agrees that any such disposition will give rise to a direct obligation of the Transferor to the Participant and the Participant shall be entitled to the benefit of Section 9.10 as if it were a "Bank"; provided further, that in the case of an Assignment a -------- ------- participation, (i) the Bank's obligations under this Agreement shall remain unchanged, (ii) the Bank shall remain solely responsible for the performance of such obligations, (iii) the Transferor and Acceptance covering all or the remaining portion of an assignor Lender’s Agent shall continue to deal solely and directly with the Bank in connection with the Bank's rights and obligations under this Agreement, such assignor Lender and (iv) no Bank shall cease transfer or grant any participating interest under which the Participant shall have rights to be a party hereto). (c) By executing and delivering an Assignment and Acceptanceapprove any amendment to, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility any consent or waiver with respect to any statements, warranties or representations made in or in connection with this Agreement except to the extent such amendment, consent or waiver would require unanimous consent. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any other Loan Document or docu- ments related hereto, and all amounts payable by the executionTransferor hereunder shall be determined as if such Bank had not sold such participation, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations except that if amounts outstanding under this Agreement are due and unpaid, or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents shall have been declared or shall have become due and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance payable upon the Agentoccurrence of a Termination Event, such assignor Lender or any other Lender, and based on such documents and information each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action as a Bank under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, with Neither the written Borrower nor any of the Guarantors may assign any of its rights or delegate any of its obligations under any Loan Document without the prior consent of (i) the AgentLender. • With the consent of the Lender and, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no except when a Default or an Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuingshall have occurred, the Borrower (in each case, which consents shall not be unreasonably withheld or delayeddelayed in either case), the Lender may assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate assignees all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)under this Agreement; provided, however, that (Ai) written notice of such assignment, together with payment instructions, addresses and related information consent shall not be required with respect to an assignment from the Assignee, shall be given Lender to one or more Affiliates of the Borrower and the Agent by such Lender and the Assignee; (Bii) such consent shall not be required with respect to an assignment from the Lender and its Assignee shall deliver to one or more Approved Funds or Affiliates of Approved Funds. Upon the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and effectiveness of any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay assignment pursuant to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptancethis Section 8.1(b), the Agent has received payment assignee will become a “Lender,” if not already a “Lender,” for all purposes of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, shall be relieved of its obligations hereunder to the extent that of such assignment. If the assignor no longer holds any rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing “Lender” hereunder, except that its rights under Section 5.17, Section 5.21 and delivering an Assignment and AcceptanceSection 5.22, the assignor shall not be affected. • Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided may transfer, grant, or assign participations in such Assignment and Acceptance, such assignor Lender makes no representation all or warranty and assumes no responsibility with respect any portion of its interests hereunder to any statementsPerson pursuant to this Section 8.1(c), warranties or representations made in or in connection with this Agreement or any other Loan Document or provided, however, that the execution, legality, validity, enforceability, genuineness, sufficiency or value Lender shall remain the “Lender” for all purposes of this Agreement and the transferee of such participation shall not constitute a “Lender” hereunder. In the case of any such participation, the participant shall not have any rights under any Loan Document, the rights of the participant in respect of such participation to be against the granting Lender as set forth in the agreement with such Lender creating such participation, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation. • The Lender may furnish any information concerning the Borrower or any other Loan Document furnished pursuant hereto of the Guarantors in the possession of the Lender from time to time to its permitted assignees and participants and prospective assignees and participants. The Lender shall require any Person receiving any such information to agree, in writing, to keep all such information confidential. • Notwithstanding anything in this Section 8.1 to the contrary, the Lender may assign and pledge the Note or any interest therein to any Federal Reserve Bank or the attachmentUnited States Treasury 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 System and/or such Federal Reserve Bank. No such assignment or pledge shall release the Lender from its obligations hereunder. • Notwithstanding any other provisions of this Section 8.1, perfectionno transfer or assignment of the interests or obligations of the Lender or grant of participations therein shall be permitted if such transfer, assignment, or priority grant would require the Borrower to file a registration statement with the Securities and Exchange Commission or any successor Governmental Authority or qualify the Loans under the “Blue Sky” laws of any Lien granted by state. • Survival of Representations, Warranties, and Covenants. All representations and warranties of the Borrower and the Guarantors and all covenants and agreements of the Borrower and the Guarantors herein made shall survive the execution and delivery of the Note and the Security Documents and shall remain in force and effect so long as any Obligor to the Agent Obligation is outstanding or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 LenderCommitment exists.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 10,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender15,000,000); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, with Subject to the written consent provisions of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(asubsection 11.20(h), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), Bank may assign and delegate to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (provided including, without limitation, all or any portion of its Pro Rata Share of the Commitments, the Loans owing to it and the Note held by it); provided, however, that (xi) no any such Borrower consent shall be required in connection with assignment (other than any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (yBank) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum aggregate amount of $5,000,0005,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Bank) of the Commitments or an integral multiple of $1,000,000 in excess thereof thereof, (provided that an amount less than the minimum amount ii) each such assignment shall be of $5,000,000 may be assigned if agreed to by the Borrower a uniform, and the Agentnot a varying, or if such amount represents percentage of all of the Loans, the Commitments and the other rights and obligations under and in respect of the Lender hereunderRevolving Loan facility, (iii) (provided, further that no each such minimum amount assignment shall apply to any assignment be to an Approved Fund or Eligible Assignee and (iv) the parties to a Lender or each such assignment shall execute and deliver to Agent, for its acceptance and recording in the Register, an Affiliate of a Lenderassignment and acceptance in form customary and reasonably satisfactory to Agent (an "Assignment and Acceptance"); provided, however, that (A) written notice of such assignment, together with payment instructionsany Note or Notes subject to such assignment and a processing and recordation fee of $3,500. Upon such execution, addresses delivery, acceptance and related information with respect to recording, from and after the Assignee, shall be given to the Borrower and the Agent by effective date specified in such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (Cx) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, Bank hereunder and (iiy) the Bank assignor Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s assigning Bank's rights and obligations under this Agreement, such assignor Lender Bank shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Acceptance, the Bank assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateralhereto; (ii) such assignor Lender assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any Obligor guarantor or the performance or observance by the Borrower or any Obligor guarantor of any of its obligations under this Agreement or any other Loan Document instrument or document furnished pursuant hereto; (iii) such Assignee assignee confirms that it has received a copy of this Agreement, together with copies 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; (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender assigning Bank 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; (v) such Assignee assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights powers and incidental powers, discretion as are reasonably incidental thereto; and (vivii) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which that by the terms of this Agreement are required to be performed by it as a LenderBank. (c) Agent shall maintain a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and each Bank's share of the Commitment, and principal amount of the Loans owing to each such Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and an assignee, together with any Note or Notes subject to such assignment, Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to Borrower. Within five Business Days after its receipt of such notice, Borrower, at its own expense, shall, on request, execute and deliver to Agent in exchange for any surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the portion of the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Bank has retained a portion of the Commitment hereunder, a new Note to the order of the assigning Bank in an amount equal to the portion of 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 "D" hereto. (e) Each Bank may sell participations in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Pro Rata Share of the Commitment, the Loans owing to it and the Note or Notes, if any, held by it); provided, however, that (i) such Bank's obligations under this Agreement (including, without limitation, its Pro Rata Share of the Commitment) 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 any such Note for all purposes of this Agreement, (iv) Borrower, Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any party therefrom, except and solely to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder, in each case to the extent subject to such participation. (f) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.20, disclose to the assignee or participant or proposed assignee or participant any information relating to Borrower furnished to such Bank by or on behalf of Borrower; provided, that such assignee or participant or proposed assignee or participant agrees to maintain the confidentiality of any confidential information delivered pursuant hereto. (g) Notwithstanding any other provision set forth in this Agreement, any Bank may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Note or Notes, if any, held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System. (h) If any Bank (an "Assigning Bank") desires to make an assignment under subsection 11.20 (a) to proposed Eligible Assignee who is not then an existing Bank or Affiliate of an existing Bank, the Assigning Bank shall first give written notice of such intention to Agent and to Borrower, including a statement of the dollar amount of Commitment proposed to be assigned by such Assigning Bank and, if known by the Assigning Bank, the name of each Person to whom the Assigning Bank proposes to make an assignment (an "Assignment Notice"). Within seven (7( Business Days after receipt by Borrower of an Assignment Notice, Borrower may deliver to the Assigning Bank a written response (a "Response") indicating (i) Borrower's objection, if any, to any proposed assignee identified in the Assignment Notice and the basis for such objection, and (ii) one or more Persons whom Borrower has selected and proposes as an Eligible Assignee in lieu of the Person(s) identified by the Assigning bank. Borrower and the Assigning Bank agree to cooperate with each other in effectuatuing an assignment to the Person(s) selected by Borrower, assuming such Person otherwise satisfies the provisions of this Section 11.20.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more other Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lendereach, an Affiliate "Assignee") all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Term Note or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderTerm Notes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall not be made without the prior written notice consent of the Agent and the Borrower (to be evidenced by their counter-execution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld, provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender, no such assignment, together with payment instructions, addresses assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and related information Acceptance with respect to such assignment) less than $5,000,000 (or, if less, the Assigneefull amount of the assigning Lender's outstanding Loans), shall be given and (iii) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Term Note or Term Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment 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 (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing . The terms and delivering an provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and agree with each other for the benefit of the Agent and the other parties hereto as follows: if set forth at length herein. (b) The Agent will maintain at its 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 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 and binding for all purposes, absent manifest error, and the Borrower, the 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 Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and counter executed by the Borrower and the Issuing Lender (if required), together with the Term Note or Term Notes subject to such assignment and the processing fee referred to in subsection (a) above, the Agent will (i) other than as provided in accept such Assignment and Acceptance, (ii) on the effective date thereof, record the information contained therein in the Register and (iii) give notice thereof to the Borrower and the Lenders. Within five (5) Business Days after its receipt of such assignor notice, the Borrower, at its own expense, will execute and deliver to the Agent, in exchange for the surrendered Term Note or Term Notes, a new Term Note or Term Notes to the order of the Assignee (and, if the assigning Lender makes has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the provisions of Section 2.4 as necessary to reflect, after giving effect to the assignment, the outstanding Loans of the Assignee and (to the extent of any retained interests) the assigning Lender, dated the date of the replaced Term Note or Term Notes and otherwise in substantially the form of Exhibit A. The Agent will return cancelled Term Notes to the Borrower. (d) Each Lender may, without the consent of the Borrower, the 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 Commitments, the outstanding Loans made by it and the Term Note or Term 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) no representation Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (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 no Lender shall permit any Participant to have any voting rights or warranty and assumes no responsibility any right to control the vote of such Lender with respect to any statementsamendment, warranties modification, waiver, consent or representations made in other action hereunder or in connection with this Agreement or under any other Loan Document (except as to actions that would (x) reduce or forgive the executionprincipal amount of any Loan, legalityreduce the rate of or forgive any interest thereon, validityor reduce or forgive any fees or other Obligations, enforceability, genuineness, sufficiency or value of this Agreement (y) extend the Maturity Date or any other Loan Document furnished pursuant hereto date fixed for the payment of any principal of or the attachmentinterest on any Loan, perfectionany fees or any other Obligations, or priority (z) increase or extend the Commitment of any Lien granted by Lender), and (iv) no Participant shall have any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any of the other Loan Document 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 Borrower hereunder shall be determined as if such Lender had not granted such participation. Notwithstanding the foregoing, each Participant shall have the rights of a Lender for purposes of Sections 2.16(a), 2.16(b), 2.17, 2.18 and 7.3, and shall be entitled to the benefits thereto, to the extent that the Lender granting such participation would be entitled to such benefits if the participation had not been made, provided that no Participant shall be entitled to receive any greater amount pursuant to any of such Sections than the Lender granting such participation would have been entitled to receive in respect of the amount of the participation made by such Lender to such Participant had such participation not been made. (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 Term Note or any of the other Loan Documents 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. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower and its Subsidiaries furnished pursuant to it by or on behalf of any other party hereto; (iii) , provided that such Assignee confirms that it has received a copy of this Agreement, together with or Participant or proposed Assignee or Participant agrees in writing to keep such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLenders under Section 9.13.

Assignments; Participations. (a) Any Lender (each an "Assignor") may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that (x) no banks or other entities and may, with notice to Borrower, Agent and each Issuing Lender but without the consent of Borrower, Agent or such Borrower consent shall be required in connection with Issuing Lenders, assign to any assignment to an existing Lenderof its Affiliates, an Affiliate of a Lender, Related Fund or an Approved Fund of a any other Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”) all"), all or any ratable part of all, of the LoansAdvances, the Commitments Term Loan Commitment, Revolving Credit Commitment (including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Lender hereunder; provided, however, that such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and each Issuing Lender) of One Million Dollars ($1,000,000) (or, if less, the full amount of such Assignor's Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, howeverfurther, that any assignment of Term Advances or the Term Loan Commitment shall not require the notification of, or consent of, such Issuing Lenders; provided, further, that (Ai) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such assignment; (ii) Borrower and Agent shall be entitled to continue to deal solely and directly with such Assignor in connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and its Assignee Assignor shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility hereunder with respect to the financial condition assigned portion of any Obligor such rights or obligations until the performance or observance Assignee shall have delivered to Borrower and Agent an agreement to be bound by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy the terms and conditions of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such which agreement shall be substantially in the form of Exhibit M (an "Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lender"), and based on such documents the Assignor shall have paid a processing fee to Agent in the amount of Two Thousand Dollars $2,000, and information as it thereupon shall deem appropriate at the time, continue to make be released from its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated obligations with respect to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 Lenderassigned portion.

Assignments; Participations. (a) Any The Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lendereach, an Affiliate "Assignee") all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loansits Commitment, the Commitments and outstanding Loans made by it, the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderNote held by it); provided, however, that any such assignment (Aother than an assignment to an Affiliate of the Lender) shall not be made without the prior written notice consent of such assignmentthe Borrower, together with payment instructions, addresses and related information with respect to which consent shall not be unreasonably withheld (provided that the Assignee, Borrower's consent shall not be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee required in the amount event a Default or Event of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionDefault shall have occurred and be continuing). (b) From and after The Lender may, without the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment consent of the above-referenced processing fee and the Agent has recorded such assignment Borrower, sell to one or more other Persons (each, a "Participant") participations in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters any portion comprising less than all of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining including, without limitation, a portion of an assignor its Commitment, the outstanding Loans made by it, the Note); provided, however, that the Lender’s rights and 's obligations under this Agreement, such assignor Agreement shall remain unchanged and the Lender shall cease remain solely responsible for the performance of such obligations, and no Participant shall have any rights under this Agreement or any of the other Credit Documents, each Participant's rights against the Lender in respect of any participation to be a party hereto)those set forth in the participation agreement, and all amounts payable by the Borrower hereunder shall be determined as if the Lender had not granted such participation. (c) By executing Nothing in this Agreement shall be construed to prohibit the Lender from pledging or assigning all or any portion of its rights and delivering an Assignment and Acceptance, interest hereunder or under the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility with respect Note to any statementsFederal Reserve Bank as security for borrowings therefrom; provided, warranties however, that no such pledge or representations made in or in connection with this Agreement or any other Loan Document or assignment shall release the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of from any of its obligations under hereunder. (d) The Lender or Participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Agreement Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower furnished to it by or on behalf of any other Loan Document furnished pursuant party hereto; (iii) , provided that such Assignee confirms that it has received a copy of this Agreement, together with or Participant or proposed Assignee or Participant shall keep such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLender under SECTION 9.13.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees assignees (provided that (x) no such Borrower written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,00015,000,000 or if less the entire amount of such Lender's Commitment (PROVIDED, or that, unless an integral multiple of $1,000,000 assignor Lender has assigned and delegated all its Loans and Commitment, no such assignment and/or delegation shall be permitted unless, after giving effect to such assignment and/or delegation, such assignor Lender retains a Commitment in excess thereof (provided that an amount less than the a minimum amount of $5,000,000 may be assigned if agreed to by 15,000,000); PROVIDED, HOWEVER, that the Borrower Loan Parties and the Agent, or if Agent may continue to deal solely and directly with such amount represents all of Lender in connection with the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment interest so assigned to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of EXHIBIT E ("Assignment and Acceptance, along ") together with an Administrative Questionnaire and any know-your-customer documentation; Term Loan Note or Term Loan Notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided3,000. The Agent agrees that if, furtheras a result of any assignments or delegations of its Commitment, that the aggregate of the Commitments of the Agent, in its capacity as a Lender, and its Affiliates shall fall below $50,000,000, the Agent may elect to waive shall, upon the written request of the Borrowers (but only if there exists no Default or Event of Default at the time of such processing fee request), resign as Agent in its sole discretionaccordance with the provisions set forth in SECTION 14.9. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-above- 97 105 referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i1) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateralhereto; (ii2) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Loan Parties or the performance or observance by any Obligor the Loan Parties of any of its their respective obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii3) such Assignee confirms that it has received a copy of this Agreement, together with 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; (iv4) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v5) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; and (vi6) 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) Within five Business Days after its receipt of notice by the Agent that the Agent has received an executed Assignment and Acceptance and payment of the processing fee, HDSC shall execute and deliver to the Agent new Term Loan Notes evidencing such Assignee's assigned Term Loans and, if the assignor Lender has retained a portion of its Term Loans and its Commitment, replacement Term Loan Notes in the principal amount of the Term Loans retained by the assignor Lender (such Term Loan Notes to be in exchange for, but not in payment of, the Term Loan Notes held by such Lender). Immediately upon each Assignee's or assigning Lender's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The 106 Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender PRO TANTO. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Loan Parties (a "PARTICIPANT") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; PROVIDED, HOWEVER, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Loan Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, and all amounts payable by any Loan Party hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and the Term Loan Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) In the event that a Lender shall assign and/or delegate to an Assignee all or a portion of the Loans and/or Commitment of such Lender and the Assignee shall thereafter demand payment from a Borrower under SECTION 5.3, such Borrower shall not be liable to make any payments to such Assignee under SECTION 5.3 as a result of circumstances existing with respect to such Assignee on the date of such assignment and/or delegation if and to the extent such Borrower would not be required to make any such payment to the assigning Lender under such section had such assignment and/or delegation not been made, unless (i) prior to such Assignee's demand for payment therefor, such Borrower shall have consented in writing to such assignment and/or delegation (which consent is not required under the terms of this Agreement to effectuate any assignment, delegation, participation or other transfer of any interest in any Loans, Commitment or rights or obligations in any Loan Document) or (ii) a Default or Event of Default shall exist at the time of such Assignee's demand for payment therefor.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the AgentAgent and, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Default or Event of Default under any of Section 10.1(a)then exists, Fleetwood (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents of the Agent and Fleetwood shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a such Lender and (y) such Borrower no consent of Fleetwood shall be deemed required in connection with any assignment by Bank of America, N.A., in its capacity as a Lender, to have been given if an Eligible Assignee in connection with the Borrower has not responded within ten (10initial syndication of the Loans on or after the Closing Date) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of (x) $5,000,0005,000,000 (or, if less, the entire amount of such Lender’s Loan or an integral multiple Commitment or other rights and obligations, as applicable) for the Term Loan and (y) $10,000,000 (or, if less, the entire amount of $1,000,000 in excess thereof such Lender’s Loan or Commitment or other rights and obligations, as applicable) for Revolving Commitments (provided that that, unless either (I) an amount assignor Lender has assigned and delegated all of its Loans and Commitments or (II) an assignor’s Commitment as of the Closing Date was less than $10,000,000 for the Term Loan or $20,000,000 for the Revolving Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of (x) $5,000,000 may be assigned if agreed to by for the Borrower Term Loan and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder(y) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender$10,000,000 for Revolving Commitments); provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; providedand provided further that no Lender may assign all, furtheror any ratable part of all, that of the Loans, the Commitments and the other rights and obligations of such Lender hereunder unless it shall simultaneously assign a ratable portion of each of its Revolving Credit Commitments, Revolving Loans and Term Loans hereunder. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent may elect to waive such processing fee evidence assignments of the Revolving Credit Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Loan Party to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Fleetwood or any Obligor of its Subsidiaries or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolving Credit Commitments arising therefrom. The Revolving Credit Commitment allocated to each Assignee shall reduce such Revolving Credit Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of any Loan Party (a “Participant”) participating interests in any Loans, the Revolving Credit Commitment of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a) (i), (ii) and (iii) with respect to the Loans in which such Participant has an interest, and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Commitments, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 10,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender10,000,000); provided, however, that the Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses addresses, and related information with respect to the Assignee, shall be have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Loan Party and the Agent an Assignment and Acceptance in the form of Exhibit E (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment, along with an Administrative Questionnaire and any know-your-customer documentation; and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, 5,000 (provided that the Agent may elect to waive such processing fee in its sole discretiondiscretion in connection with the initial syndication of the Commitments). The Borrowers agree to promptly execute and deliver new or replacement Notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 Document or the execution, legality, validity, enforceability, genuineness, sufficiency sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Obligated Party to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Consolidated Members, or any Obligor of them, or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or of any Loan Party or any other Obligated Party under any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender assigning Lender, 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; (v) such Assignee appoints and authorizes the Agent 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 Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more Participants participating interests in any Loans, the Commitment of that Lender, and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Loan Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a)(i), Section 11.1(a)(ii), and Section 11.1(a)(iii), and (v) all amounts payable by the Loan Parties hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or United States Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit A ("Assignment and Acceptance"), along with an Administrative Questionnaire which, upon the receipt thereof, the Agent shall acknowledge; (iii) the Assignee executes and any knowdelivers to the First Lien Agent and First Lien Co-your-customer documentationAgent a written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (Civ) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; and (v) such Lender or the Assignee delivers the Registered Note, if any, evidencing such assigned Loan to the Agent for re-registration and (at the Assignee's option) reissuance of a replacement Registered Note; provided, furtherhowever, that the Agent may elect to waive no such processing fee as required by (iv) above shall be due in its sole discretionconnection with any assignment by a Lender to an Affiliate of such Lender or a Related Fund (provided that the Lender provides a certificate to Agent evidencing that such Assignee qualifies as a Related Fund). (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan DocumentsDocuments and the Intercreditor Agreement, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents and the Intercreditor Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or Agreement, any other Loan Document or the Intercreditor Agreement furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by the Parent and any Obligor Subsidiary to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Parent and the Subsidiaries or the performance or observance by any Obligor the Parent and the Subsidiaries, as applicable, of any of its their obligations under this Agreement or Agreement, any other Loan Document or the Intercreditor Agreement furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of any Borrower Party (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement, the other Loan Documents and the Intercreditor Agreement, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement, any other Loan Document or the Intercreditor Agreement except the matters set forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender that is a member bank of the Federal Reserve System may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Board or United States Treasury Regulation 31 C.F.R. Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) Agent shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of a Lender as the registered owner of each Term Loan held by such Lender. Other than in connection with an assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide) and the execution and delivery of an Assignment and Consent and (ii) any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), and upon the request of the Assignee one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same), Agent shall treat the Person in whose name such Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Agent and Administrative Borrower, shall maintain a comparable register. (h) In the event that a Lender sells participations in the Registered Loan, such Lender, on behalf of Agent and Administrative Borrower, shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (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 Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Assignments; Participations. (a) Any Lender may, with The Bank shall have the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), right to --------------------------- assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate banks or other financial institutions all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderthe Revolving Loan Commitment, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower Revolving Loans and the Agent, or if such amount represents all of the Loans, the Commitments Revolving Note) and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to Collateral Documents. Upon any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder assignee shall be become a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Creditsuch assignment, have been assigned to it pursuant to such Assignment and Acceptance, shall have the all rights and obligations of a Lender the Bank hereunder and under the Loan Documents, Collateral Documents and (ii) the assignor Lender Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations hereunder and under the Collateral Documents. The Borrower hereby agrees to execute and deliver such documents, and to take such other actions, as the Bank may reasonably request to accomplish the foregoing. (b) In addition to the assignments permitted in clause (a) of this Agreement Section ---------- ------- 13.12, the Bank and any assignee pursuant to clause (a) above shall have the ----- ---------- right to grant participations to one or more banks or other financial institutions in or to any Revolving Loan hereunder (and the Collateral Documents) and the Revolving Note held by the Bank or such assignee without notice to or consent from the Borrower. No holder of a participation in the case of an Assignment and Acceptance covering all or any part of the remaining portion of an assignor Lender’s Revolving Loans (and the Collateral Documents) or the Revolving Note shall have any rights and obligations under this Agreement; provided, such assignor Lender however, that, to the -------- ------- extent permitted by applicable law, each holder of a participation shall cease to be a party hereto).have the same rights as the Bank under Section 7.3. ----------- (c) By executing and delivering an Assignment and Acceptance, The Borrower hereby consents to the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: disclosure of any information obtained in connection herewith (i) other than as provided in such Assignment and Acceptanceby the Bank, such assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statementsbank or other financial institution which is an assignee or potential assignee pursuant to clause (a) ---------- above, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; and (ii) by the bank and any assignee pursuant to clause (a) above, to ---------- any bank or other financial institution which is a participant or potential participant pursuant to clause (b) above, it being understood that the Bank and ---------- each assignee shall advise any such assignor Lender makes no representation bank or warranty and assumes no responsibility with respect to the other financial condition of any Obligor or the performance or observance by any Obligor of any institution of its obligations under obligation to keep confidential any nonpublic information disclosed to it pursuant to this Agreement Section 13.12. The Bank shall advise the Borrower of each bank ------------- or any other Loan Document furnished financial institution which becomes an assignee pursuant hereto; to clause (iiia) such Assignee confirms that it has received ---------- above, and the Bank and each assignee, as applicable, shall advise the Borrower of each bank or other financial institution which becomes a copy participant pursuant to clause (b) above. ---------- Delivered at Chicago, Illinois as of the day and year first above written. BORROWER: ALLSCRIPTS, INC., an Illinois corporation By: /s/ ▇▇▇▇ ▇▇▇▇, Treasurer -------------------------------- ▇▇▇▇ ▇▇▇▇ Treasurer ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ BANK: LASALLE NATIONAL BANK, a national banking association By: /s/ ------------------------------ Title: 1st Vice President ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT --------------------------------------------- AND COLLATERAL DOCUMENTS ------------------------ This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND COLLATERAL DOCUMENTS (this Agreement"Amendment"), dated as of May 6, 1998, is by and between ALLSCRIPTS, INC., an Illinois corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking association (herein, together with such other documents its successors and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee willassigns, independently and without reliance upon called the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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"Bank").

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, Agent and (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Specified Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, Approved Fund or to a Lender or to an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such the Borrower consent shall be deemed to have been given if consented to any such assignment unless it shall object thereto by written notice to the Borrower has not responded Agent within ten (10) Business Days of receipt of a written request for consent after having received notice thereof) (each an “Assignee”) all, or any ratable part of all, of the Term Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; (C) the Assignee, along with an Administrative Questionnaire and if it shall not be a Lender, shall deliver to the Agent any know-your-customer documentationtax forms required by Section 5.1(f); and (CD) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. Except in the case of an assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning L▇▇▇▇▇’s Term Loans, all assignments shall be subject to the condition that the amount of Term Loans of the assigning Lender subject to any such assignment shall not be less than $1,000,000 unless each of the Borrower and the Agent otherwise consent. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received any tax forms required by Section 5.1(f) (unless the Assignee shall already be a Lender hereunder), the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 14.19 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, perfection or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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.

Assignments; Participations. (a) Any Lender may, with the written consent of the Administrative Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, another Lender or to an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 2,500,000 (provided that that, unless an amount less than assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment (or, in the case of an assignor Lender which does not have a Commitment, an outstanding principal balance of Term Loans) in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)5,000,000; provided, however, that the Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Administrative Agent an Assignment and Acceptance in the form of Exhibit F ("Assignment and Acceptance, along ") together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Administrative Agent a processing fee in the amount of $3,500; provided, further, that 5,000. Each of the Borrowers agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Administrative Agent may elect to waive such processing fee evidence assignments of the Loans and Commitments in its sole discretionaccordance herewith. (b) From and after the date that the Administrative Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of CreditCredit and Credit Support (in the case of an Assignee which becomes a Revolving Lender), have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, provided, that no Assignee (including an Assignee that is already a Lender hereunder at the time of assignment) shall be entitled to receive any greater amount pursuant to Section 4.1 with respect to the rights and obligations assigned than that to which the assigning Lender would have been entitled to receive had no such assignment occurred, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, perfection or priority of any Lien granted by any Obligor a Loan Party to the Administrative Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Loan Parties or the performance or observance by any Obligor the Loan Parties of any of its their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Administrative Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments, if any, arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions or other Persons not Affiliates of the Borrowers (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document (except to the extent that such amendment, waiver or consent both directly affects the Participant and would (x) increase or extend the Commitment of the originating Lender, (y) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the originating Lender hereunder or under any other Loan Document or (z) reduce the principal of, or the rate of interest specified herein on, any Loan owing to the originating Lender or any fees or other amounts payable to the originating Lender hereunder or under any other Loan Document), and all amounts payable by the Borrowers hereunder or any other Loan Document shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR ss. 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Lender may, with With the written prior consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed)) and the Borrower, assign and delegate to one or more Eligible Assignees (provided that (xi) no such consent of the Borrower consent shall be required in connection with any for an assignment to an existing a Lender, an Affiliate of a Lender, or or, if an Approved Fund Event of a Lender Default has occurred and is continuing, any other assignee, and (yii) such the Borrower consent shall be deemed to have been given if consented to any such assignment unless it shall object thereto by written notice to the Borrower has not responded Agent within ten five (105) Business Days after having received written notice thereof; and subject to the last sentence of receipt this Section 12.1(a), a Lender may assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including without limitation all or a written request for consent (each an “Assignee”) all, or any ratable part portion of all, of the Loans, the its Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed Revolving Loans owing to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lenderit); provided, however, that (Ai) written notice each such assignment shall be of a constant, and not a varying, percentage of such assignmentLender's rights and obligations under this Agreement, together with payment instructions, addresses (ii) the aggregate amount of the Commitments of such Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to the Assignee, such assignment) shall in no event be less than $5,000,000 and shall be given an integral multiple of $1,000,000 (unless the Lender is assigning its entire Commitment), (iii) the aggregate amount of the Commitments of such Lenders immediately following such assignment (determined as of the date of the Assignment and Acceptance with respect to the Borrower and the Agent by such Assignment) shall be no less than $1,000,000, unless such Lender has assigned its entire Commitment and (iv) the Assignee; (B) parties to each such Lender assignment shall execute and its Assignee shall deliver to the Borrower Agent, for its approval and the Agent acceptance, an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee Acceptance substantially in the amount form of $3,500Exhibit D hereto (an “Assignment and Acceptance”); provided, further, that any Lender, without the Agent consent of the Agent, may elect assign all or part of its rights and obligations to waive any Affiliate of the assigning Lender. Upon such processing fee in its sole discretion. (b) From execution, delivery, approval and after acceptance of the date that the Agent has received an executed Assignment and Acceptance, and upon the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereineffective date specified therein, (ia) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, hereunder and (iib) the Lender-assignor Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (Agreement. Upon the execution, delivery, approval and in acceptance of the case of an Assignment and Acceptance covering all or Acceptance, the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor assigning Lender shall cease pay to the Agent an administrative fee equal to $3,500; provided, however, that no administrative fee shall be a party hereto)required if the assignment is to an Affiliate of the assigning Lender. (cb) By executing and delivering an Assignment and Acceptance, the Lender-assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateralhereto; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Borrower or the performance or observance by any Obligor the Borrower of any of its obligations under this Agreement under, any Loan Documents or any other Loan Document instrument or document furnished pursuant hereto; (iii) such Assignee assignee confirms that it has received a copy of this Agreement, together with copies of the Financial Statements and such other Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor the assigning 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; (v) such Assignee the assignee appoints and authorizes the Agent to take such action as agent the Agent on its behalf and to exercise such powers under this Agreement and the other Loan Document as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; and (vi) such Assignee 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. (c) The Agent shall maintain at its address referred to on the counterpart signature pages hereof a copy of each Assignment and Acceptance delivered to and accepted by it and shall record the names and addresses of each Lender and the Commitment of, and principal amount of the Loans owing to, such Lender from time to time. The Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the records of the Agent as a Lender hereunder for all purposes of this Agreement. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee and its receipt of the administrative fee pursuant to Section 12.1 hereof, if applicable, the Agent shall, if such Assignment and Acceptance has been properly completed and is in substantially the form of Exhibit D, (i) accept such Assignment and Acceptance, (ii) record the information contained therein and (iii) give prompt notice thereof to the Borrower and the Lenders. (e) Without the requirement of any prior consent by or prior notice to the Borrower or any Guarantor, each Lender may grant participations in all or any portion of its interest in the indebtedness evidenced by the Revolving Notes and/or such Lender’s obligation to lend monies hereunder to one or more institutions or other persons; provided, however, that in such event, (i) such Lender's obligations under this Agreement (including without limitation its Commitment 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, (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 with regard to any and all payments to be made under this Agreement, (iv) the holder of any such participation shall not be entitled to voting rights under this Agreement except for voting rights with respect to the amendment or modification of those provisions of this Agreement for which the consent of all Lenders would be required; provided, however, if and to the extent a Lender sells a participation in all of its rights and obligations hereunder to an Affiliate of such Lender, such Affiliate shall be entitled to full voting rights hereunder and such Lender shall relinquish its voting rights hereunder; and (v) any party to which such a participation has been granted shall have the benefits of Section 3.16 but shall not be entitled to receive any greater payment under such Section than the Lender granting such participation would have been entitled to receive with respect to the rights transferred. No such participant shall have any rights under this Agreement except as provided in this Section 12.1(e). Any Lender may furnish to any prospective participant with respect to the indebtedness evidenced by the Revolving Notes or any prospective transferee/assignee of this Agreement or any other Loan Documents any information concerning the Borrower in such Lender’s possession from time to time, provided that such Lender shall require such prospective participant or transferee/assignee to maintain the confidentiality of any information that is proprietary or confidential. (f) The Borrower will cooperate with the Agent and the Lenders in connection with the assignment of interests under this Agreement or the sale of participations herein. The Borrower shall, and shall cause the Guarantors to execute such notes, agreements and other documents which may be necessary in order to effectuate any such assignment, sale or transfer by any Lender and shall otherwise take all actions and steps as may be necessary to consummate such assignment or transfer. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by any Lender or the Agent in connection with such assignment, and the payment by assignee of the purchase price agreed to by such Lender-assignor and assignee, such assignee shall be a party to this Agreement and shall have all of the rights and obligations of such Lender-assignor hereunder (and under any and all other Loan Documents executed in connection herewith) to the extent that such rights and obligations have been assigned by the Lender-assignor pursuant to the assignment documentation between such Lender-assignor and assignee, and the Lender-assignor shall be released from its obligations hereunder and thereunder to a corresponding extent. (g) Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, any Lender or the Agent may at any time and from time to time pledge, endorse, assign, or transfer all or any portion of its rights under all or any of the Loan Documents, including any portion of the Revolving 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. No such pledge or enforcement thereof shall release any Lender or the Agent from its obligations under any of the Loan Documents.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld delayed or delayedwithheld), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, another Lender or an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 10,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)10,000,000; provided, however, that the Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F ("Assignment and Acceptance, along ") together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) except for an assignment to an Affiliate, the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Loan Parties to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Consolidated Members or any Obligor of them or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent 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 Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 11.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of a Consolidated Member (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Loan Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Section 11.1(a) (i), (ii) and (iii), and all amounts payable by the Loan Parties hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Each Lender may, with the written consent of may (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the Agent, Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit Accommodations) and the other Financing Agreements; to its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company or to one or more Lenders or (ii) assign all, or if less than all a portion equal to at least $5,000,000 in the Swingline aggregate for the assigning Lender or assigning Lenders, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (provided that (xA) no such Borrower the consent of Agent shall be required in connection with any assignment to an existing LenderEligible Transferee pursuant to clause (ii) above, an Affiliate (B) if such Eligible Transferee is not a bank, Agent shall receive a representation in writing by such Eligible Transferee that either (1) no part of a Lenderits acquisition of its Loans is made out of assets of any employee benefit plan, or an Approved Fund (2) after consultation, in good faith, with Borrowers and provision by Borrowers of such information as may be reasonably requested by such Eligible Transferee, the acquisition and holding of such Commitments and Loans does not constitute a Lender non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (y3) such Borrower consent shall be deemed assignment is an "insurance company general account," as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12, 1995) ("PTCE 95-60), and, as of the date of the assignment, there is no "employee benefit plan" with respect to have been given if which the Borrower has not responded within aggregate amount of such general account's reserves and liabilities for the contracts held by or on behalf of such "employee benefit plan" and all other "employee benefit plans" maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, percent of the Loans, the Commitments total reserves and the other rights and obligations liabilities of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof general account (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunderas determined under PTCE 95-60) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate exclusive of a Lender); provided, however, that (Aseparate account liabilities) written notice plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; Eligible Transferee and (C) the assignor Lender such transfer or Assignee shall pay to assignment will not be effective until recorded by the Agent on the Register. As used in this Section, the term "employee benefit plan" shall have the meaning assigned to it in Title I of ERISA and shall also include a processing fee "plan" as defined in Section 4975(e)(1) of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionCode. (b) From Agent shall maintain a register of the names and after addresses of Lenders, their Commitments and the date that principal amount of their Loans (the "Register"). Administrative Agent has received an shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. Upon its receipt of each Assignment and Acceptance, Agent will give prompt notice thereof to Lenders and deliver to each of them a copy of the executed Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, the absent manifest error, and Borrowers, Guarantor, Agent has received payment of the above-referenced processing fee and the Agent has Lenders may treat each Person whose name is recorded such assignment in the Register as provided a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrowers, Guarantor and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in Section 13.20 hereineach Assignment and Acceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under the Loan Documents, hereunder and thereunder and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender 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 any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers, Guarantor or any Obligor of their Subsidiaries or the performance or observance by any Obligor Borrowers or Guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agentassigning Lender, such assignor Lender Agent 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; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning Borrowers, Guarantor or their Subsidiaries in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantor, 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 the other Financing Agreements, (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (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 any Borrower or Obligor hereunder shall be determined as if such Lender had not sold such participation, and (iv) if such Participant is not a bank, represent that either (A) no part of its acquisition of its participation is made out of assets of any employee benefit plan, or (B) after consultation, in good faith, with Huffy and provision by Huffy of such information as may be reasonably requested by the Participant, the acquisition and holding of such participation does not constitute a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (C) such participation is an "insurance company general account, " as such term is defined in the "PTCE 95-60", and, as of the date of the transfer there is no "employee benefit plan" with respect to which the aggregate amount of such general account's reserves and liabilities for the contracts held by or on behalf of such "employee benefit plan" and all other "employee benefit plans" maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) percent of the total reserves and liabilities of such general account (as determined under PTCE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the Participant. As used in this Section, the term "employee benefit plan" shall have the meaning assigned to it in Title I of ERISA and shall also include a "plan" as defined in Section 4975(e)(1) of the Code. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank. (g) Borrowers shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.6 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential assignees or Participants. Borrowers shall certify the correctness, completeness and accuracy of all descriptions of each Borrower and its affairs provided, prepared or reviewed by Borrowers that are contained in any selling materials and all other information provided by it and included in such materials.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the U.S. Swingline Lender and Lender, the Letter of Credit IssuersIssuers and the Canadian Swingline Lender, and (iii) so long as no Event of Default under any of Section 10.1(apursuant to paragraphs (a), (e), (f), (g) or (gh) of Section 10.1 has occurred and is continuing, the Borrower Borrowers’ Agent (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, Approved Fund or to a Lender or to an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 13.21 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of Section 12.2(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. Each Commitment allocated to each Assignee shall reduce the applicable Commitment of the assignor Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a “Participant”), in each case that is not a Disqualified Lender, participating interests in any Loans, any Commitment of that Lender and the other interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the applicable Borrowers and the Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document except the matters set forth in Sections 12.1(a)(iii)(D) and (E) and Section 12.1(a)(iv), and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the applicable Borrowers’ prior written consent and the applicable Borrowers expressly waive the benefit of this provision at the time of such sale. A Participant that would be subject to the requirements of Section 5.1(f) if it were a Lender shall not be entitled to the benefits of Section 5.1 unless the applicable Borrowers are notified of the participating interest sold to such Participant and such Participant agrees, for the benefit of the applicable Borrowers, to comply with Section 5.1(f) as though it were a Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld by the Agent) and, if no Default or Event of Default has occurred and is continuing at the time any assignment is effected in accordance with this Section, Parent (such approval in each such case not to be unreasonably withheld or delayed, and in the case of any such approval requested of Parent such approval shall be deemed given by Parent if no objection from Parent is received by the assigning Lender and the Agent within four (4) Business Days after notice of such proposed assignment has been provided to Parent by the Agent or the assigning Lender), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Loan Parties and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Loan Parties and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Loan Parties and the Agent an Assignment and Acceptance in the form of Exhibit F ("Assignment and Acceptance, along ") together with an Administrative Questionnaire and any know-your-customer documentation; Note or Notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced 110 processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor the Loan Parties to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor the Loan Parties or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Loan Parties (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Loan Parties and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, and all amounts payable by the Loan Parties hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, or otherwise, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law, provided, that no such action shall release or otherwise relieve any Lender of its obligations under this Agreement.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed)withheld) and prior consultation with the Parent, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Agent or consultation with the Parent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”"ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof 5,000,000 (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by 5,000,000); PROVIDED, HOWEVER, that the Borrower Borrowers and the Agent, or if Agent may continue to deal solely and directly with such amount represents all of Lender in connection with the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment interest so assigned to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of EXHIBIT F ("ASSIGNMENT AND Acceptance"), along together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment, and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower or the performance or observance by any Obligor Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) 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) Immediately upon satisfaction of the requirements of SECTION 13.2(A), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender PRO TANTO. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrowers (a "PARTICIPANT") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; PROVIDED, HOWEVER, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrowers and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) In the event of an assignment or transfer (and subject to the due execution of any amendment, variation, accession memoranda or any other supplemental agreement or deed as may be required by the Agent hereunder), the following will apply, namely: (i) the rights and benefits so assigned or transferred shall consist of a solidary interest of such Lender in all of its rights and benefits hereunder and under the Agent's Liens, the Collateral and the other Loan Documents, the whole to the extent of the interest so assigned or transferred; (ii) the assignee/transferee party shall assume, to the exoneration of such Lender, the obligations of such Lender hereunder and under the other Loan Documents, to the extent of the interest so assigned or transferred; (iii) such Lender shall be released from its obligations to the Borrowers hereunder and under the other Loan Documents, to the extent of the interest so assigned or transferred; (iv) such assignment or transfer will not result in novation of the Commitments, the Obligations, or any other obligations under this Agreement, such novation being hereby expressly disclaimed; (v) the obligation of the assignee/transferee party to make Revolving Loans and/or advances of the Term Loan and to issue or arrange for the issuance of Letters of Credit will be the same obligation as that of such Lender before the assignment or transfer and not a new obligation, notwithstanding any release of such Lender from such obligation; (vi) the assignee/transferee party shall be a party hereto and, to the extent provided in any Assignment and Acceptance, have the rights and obligations of a Lender hereunder with the commitment as set forth therein, and the obligations of the Borrowers arising from any Loans advanced by, or Letters of Credit issued or arranged by the assignee/transferee party will form part of the Obligations, will be secured by the Agent's Liens and the Collateral and the assignee/transferee party, such Lender and the Agent will have a solidary interest therein in the same manner as if the assignee/transferee party had specifically been named as a Lender thereunder; (vii) subject to Section 14.12 and to the rights of each of the Borrowers under the Civil Code of Quebec not altered or waived by the terms hereof, the rights of such Lender, the Agent and the assignee/transferee party shall be solidary such that each of them shall be entitled to: 1. demand repayment of Loans outstanding from time to time in accordance with this Agreement;

Assignments; Participations. (a) Any Lender other than any Conduit Lender (each an “Assignor”) may, with the written consent of (i) the Agent, (ii) the Swingline each Issuing Lender and the Letter to whom obligations are owed in respect of Letters of Credit Issuers, issued by it and (iii) so long as no unless a Default or Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing) Borrower, which consent of Agent, such Issuing Lenders and the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection banks or other entities and may, with any assignment notice to an existing Borrower, Agent and each Issuing Lender, an and with consent of Agent and such Issuing Lenders, but without the consent of Borrower, assign to any Affiliate of a Lender, or an Approved Fund of a or any other Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all), all or any ratable part of all, of the LoansAdvances, the Commitments Delayed-Draw Term Loan Commitment, the Revolving Credit Commitment (including the L/C Commitment), any Letter of Credit participations, reimbursement obligations in respect of any Letter of Credit or any other rights or obligations of such Lender hereunder; provided, however, that except in the case of an assignment to a Lender, any Lender Affiliate or an Approved Fund, such assignment must be in a minimum amount (unless otherwise agreed in writing by the Borrower, Agent and each Issuing Lender) of One Million Dollars ($1,000,000) (or, if less, the full amount of such Assignor’s Advances, Letter of Credit Participations, reimbursement obligations in respect of any Letter of Credit or any other rights and obligations of such Lender hereunder); provided, in a minimum amount further, that any assignment of $5,000,000, Term Advances or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than Delayed-Draw Term Loan Commitments shall not require the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all consent of the LoansIssuing Lender or, with respect to such assignment to any Affiliate of any Lender, an Approved Fund or any other Lender, the Commitments Agent and the other rights and obligations of the Lender hereunder) (provided, further that no (i) Borrower shall not be required to pay any increased costs or taxes pursuant to Section 2.16 or 2.17 by reason of any such minimum amount assignment; (ii) Borrower and Agent shall apply be entitled to any assignment continue to an Approved Fund or deal solely and directly with such Assignor in connection with the interests so assigned to a Lender or to an Affiliate of a Lender); provided, however, that (A) the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall be have been given to the Borrower Borrower, Agent and the Agent each Issuing Lender by such Lender Assignor and the Assignee; and (Biii) such Lender and Assignor shall not be released from its obligations hereunder with respect to the assigned portion of any such rights or obligations until the Assignee shall deliver have delivered to the Borrower and the Agent an agreement to be bound by the terms and conditions of this Agreement, which agreement shall be substantially in the form of Exhibit K (an “Assignment and Acceptance”), along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee Assignor shall pay to the Agent have paid a processing fee to Agent for each assignment hereunder (provided, that concurrent assignments by any Lender to two or more Approved Funds shall be counted as one assignment for purposes of assessing assignment fees) in the amount of Three Thousand Five Hundred Dollars $3,500; provided, furtherand thereupon shall be released from its obligations with respect to the assigned portion. Notwithstanding the foregoing, that any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Agent any or all of the Advances it may elect have made hereunder and pursuant to waive such processing fee its designation agreement and without regard to the limitations set forth in its sole discretionthe first sentence of this Section 9.04(a). (b) From and after Any Lender other than any Conduit Lender may, without the date consent of Agent, any other Lender to whom obligations are owed in respect of Letters of Credit issued by it or Borrower, at any time sell to one or more Lenders or other entities (a “Participant”) participating interests in any Advances, any Delayed-Draw Term Loan Commitment, any Revolving Credit Commitment, any Letter of Credit participations or any reimbursement obligations of such Lender in respect of any Letter of Credit hereunder; provided, however, that such participation shall not increase the Agent has received an executed Assignment and Acceptanceamount payable by Borrower in respect of taxes pursuant to Section 2.16 and, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, further that (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible for the performance of its obligations hereunder; (iii) Borrower and Agent shall continue to deal solely and directly with such Lender in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor connection with such Lender’s rights and obligations under this Agreement; (iv) no Lender shall transfer, grant or assign any participation under which the Participant shall have rights to approve any amendment or waiver of this Agreement except to the extent such amendment or waiver would (A) extend the Revolving Credit Termination Date or the Term Loan Termination Date beyond October 1, 2010, or the scheduled date for the payment of any installment of principal or interest of the Advances in which such Participant is participating, (B) reduce the amount of any scheduled installment of principal of the Advances hereunder in which such Participant is participating, (C) reduce the interest rate applicable to Advances hereunder in which such Participant is participating, (D) reduce any fees or other amounts payable hereunder in which such Participant is participating; and (v) such Lender shall require its Participants to comply with the provisions of Section 10.03(b). In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the other documents in connection herewith and all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that Borrower agrees that if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and the Notes to the same extent as if the amount of its participating interest were owing directly to it as a lender under this Agreement. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 with respect to its participation in the Commitments and the Advances and Letters of Credit outstanding from time to time as if it was a Lender; provided that, in the case of Sections 2.16, 2.17 and 2.18, such assignor Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender shall cease would have been entitled to be a party hereto)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 Borrower authorizes each Lender to disclose to any Participant or Assignee (each, a “Transferee”) and delivering any prospective Transferee such financial and other information in such Lender’s possession concerning Borrower or its Subsidiaries which has been delivered to Lenders pursuant to this Agreement or which has been delivered to Lenders by Borrower in connection with Lenders’ credit evaluation of Borrower prior to entering into this Agreement. (d) Nothing herein shall prohibit any Lender from pledging or assigning any Note in accordance with applicable law, including to any Federal Reserve Bank. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Agent, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Term Advances and Term Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities. (e) The Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 9.01 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Advances owing to, each Lender from time to time. The entries in the Register shall constitute prima facie evidence of the foregoing information, in the absence of manifest error, and the Borrower, each other Credit Party, the Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Advances and any Notes evidencing the Advances recorded therein for all purposes of this Agreement. Any assignment of any Advance, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an Advance evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Advance, accompanied by a duly executed Assignment and Acceptance, and thereupon one or more new Notes shall be issued to the assignor Lender thereunder designated Assignee. (f) Upon its receipt of an Assignment and Acceptance executed by an Assignor, an Assignee and any other Person whose consent is required by this Section 9.04, together with payment to the Assignee thereunder confirm Agent of the registration and processing fee referred to and agree with each other and in paragraph (a) of this Section 9.04, the other parties hereto as follows: Agent shall (i) other than as provided in promptly accept such Assignment and Acceptance, such assignor Lender makes no representation or warranty Acceptance and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor record the information contained therein in the Register on the effective date determined pursuant thereto. (g) Each of the Borrower, each Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee Agent hereby confirms that it has received will not institute against a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Conduit Lender or join any other LenderPerson in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and based on such documents and information as it shall deem appropriate at one day after the time, continue to make its own credit decisions payment in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all full of the obligations which latest maturing commercial paper note issued by the terms such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of this Agreement are required its inability to be performed by it as institute such a Lenderproceeding against such Conduit Lender during such period of forbearance.

Assignments; Participations. etc. (a) Any Lender Bank may, with the written consent of (i) the AgentCompany, (ii) the Swingline Lender Agent and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each caseIssuing Bank, which consents consent of the Company shall not be unreasonably withheld or delayed)withheld, at any time assign and delegate to one or more Eligible Assignees (provided provided, that (x) no such Borrower written consent of the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to (x) an existing Lender, Eligible Assignee that is an Affiliate of a Lender, such Bank or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent another Bank (each an “"Assignee”")) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender Bank hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrowers, the Agent and the Issuing Bank may continue to deal solely and directly with such Bank in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Company, the Agent and the Agent Issuing Bank by such Lender Bank and the Assignee; (Bii) such Lender Bank and its Assignee shall deliver have delivered to the Borrower Borrowers, the Agent and the Agent Issuing Bank an Assignment and Acceptance in the form of Exhibit F (an "Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; ") and (Ciii) the assignor Lender Bank or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; and provided, further, that each Bank's Pro Rata Share shall be the Agent may elect to waive such processing fee same in its sole discretioneach type of Commitment. (b) From and after the date that the Agent notifies the assignor Bank that it has received (and the Company, the Agent and the Issuing Bank have provided their consent with respect to) an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender Bank under the Loan Documents, and (ii) the assignor Lender Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement the Loan Documents (and and, in the case of an Assignment and Acceptance covering all or of the remaining portion of an assignor Lender’s assigning Bank's rights and obligations under this Agreement, such assignor Lender Bank shall cease to be a party heretohereto but shall continue to be entitled to the benefits of Sections 4.1, 4.3, 4.4, 11.4 and 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). (c) By executing and delivering Within five Business Days after its receipt of notice by the Agent that it has received an executed Assignment and AcceptanceAcceptance and payment of the processing fee (and provided, that the Company consents to such assignment in accordance with Section 11.9(a)), the Borrowers shall, if requested by the Assignee or the assignor Lender thereunder Bank thereunder, execute and deliver to the Agent new Notes evidencing such Assignee's assigned Loans and Commitments and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans and Commitments retained by the assignor Bank (such Notes to be in exchange for, but not in payment of, the Notes held by such Bank) and the assignor Bank shall deliver its Note or Notes marked "exchanged" or "cancelled," as applicable, to the Agent. Immediately upon payment of the processing fee payment under the Assignment and Acceptance and the satisfaction of the other conditions set forth in Section 11.9(a), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee thereunder confirm and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to and agree with each Assignee shall reduce such Commitments of the assigning Bank pro tanto. (d) Any Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Company (a "Participant") participating interests in any Loans, the Commitment of that Bank and the other parties hereto as follows: interests of that Bank (the "originating Bank") hereunder and under the other Loan Documents; provided, however, that (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its originating Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Bank shall remain solely responsible for the performance of such obligations, (iii) the Borrowers, the Agent, the Issuing Bank and the other Banks shall continue to deal solely and directly with the originating Bank in connection with the originating Bank's rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Bank sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Bank will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.1 that directly affects such Participant. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 4.1, 4.3 and 11.5 as though it were also a Bank hereunder (but not in any greater amounts than would have been payable to the Bank selling the participation if no participation were sold), and not have any rights under this Agreement, or any of the other Loan Documents, and all amounts payable by the Company hereunder shall be determined as if such Bank had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Bank under this Agreement, provided such Participant agrees to be subject to Section 2.14 as though it were a Bank. (e) Nothing contained in this Agreement shall prevent a Bank from pledging its interest in its Loans to a Federal Reserve Bank in the Federal Reserve System of the United States in accordance with applicable law. (f) After payment in full of, and satisfaction of all Obligations under, any Note, the Bank or other party holding such Note agrees to promptly return such Note marked "Paid in Full" to the Company. 115 (g) Notwithstanding the foregoing provisions of this Section 11.9, no assignment or participation may be made if such assignment or participation involves, or could involve, the use of assets that constitute, or may be deemed under ERISA, the Code or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreementapplicable law, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lenderruling or regulation issued thereunder, and based on such documents and information or any court decision, to constitute the assets of any employee benefit plan (as it shall deem appropriate at the time, continue to make its own credit decisions defined in taking section 3(3) of ERISA) or not taking action under this Agreement; (vany plan as defined in section 4975(e)(1) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 LenderCode).

Assignments; Participations. (a) Any Each Lender may, with may assign to an Affiliate or to any other Lender that is a party hereto all or a portion of its rights and obligations under this Agreement. After first obtaining the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, Administrative Agent and (iii) so long as provided there is no Event of Default under any of Section 10.1(a), (e), (fin existence) or (g) has occurred and is continuing, the Borrower (in each caseBorrower, which consents consent shall not be unreasonably withheld or delayed)withheld, each Lender may also assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate other Persons all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitments, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to outstanding Loans made by the Borrower it and the Agent, Note or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) under each Facility, (ii) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, together with payment instructionswas a Lender, addresses the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and related information Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, (iii) each such assignment shall be to an Eligible Assignee, shall be given and (iv) the parties to the Borrower each such assignment will execute and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay to the Agent a processing fee in the amount of $3,500; provided3,500 to the Administrative Agent for its own account. Upon such execution, furtherdelivery, that acceptance and recording of the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, effective date specified therein (ia) the Assignee assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a such Lender under the Loan Documentshereunder with respect thereto, and (iib) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee assignee thereunder confirm to and agree agree, with each other and with the other parties hereto hereto, as follows: (i) other than as may be provided in such Assignment and Acceptance, such assignor assigning Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateralpursuant thereto; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligor of its Subsidiaries or the performance or observance by the Borrower or any Obligor of its Subsidiaries of any of its their respective obligations under this Agreement or any other Loan Document or any other instrument or document furnished pursuant heretohereto or thereto; (iii) such Assignee assignee confirms that it has received a copy of this Agreement, together with copies of the Financial Statements 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 Acceptancethis Agreement; (iv) such Assignee assignee will, independently and without reliance upon the Administrative Agent, such assignor the assigning Lender 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; (v) such Assignee assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents and any other instruments and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder, as are specifically delegated to or required of the Administrative Agent by the terms hereof, together with hereof or thereof and such powers, including the discretionary rights and incidental powers, other powers as are reasonably incidental thereto; and (vivii) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which that by the terms of this Agreement are required to be performed by it as a Lender. (c) The Administrative Agent will maintain 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 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 and binding for all purposes, absent manifest error, and the Borrower, the Administrative 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 Borrower, the Issuing Bank or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) 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, the Administrative Agent will, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its 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 amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, to the extent the assigning Lender has retained its Commitments hereunder, a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment or Commitments 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 forms of Exhibits A-1 and A-2, as appropriate. (e) Each Lender may sell to one or more other Persons participations in any portion comprising less than all of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, 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, (ii) such Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower, the Issuing Bank, 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, (iv) any such participation shall be in an amount of not less than $3,000,000, (v) no Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement (including, without limitation, all of its Commitments, the outstanding Loans made by it and the Note or Notes held by it), (vi) each such participation shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitments) under each Facility, (vii) no 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 of the type described in Section 10.8(a), and (vii) the parties to each such participation shall pay a processing fee of $3,500 to the Administrative Agent for its own account. In the case of a participation, the participant shall not have any rights under this Agreement or any of the other Loan Documents, the participant's rights against the granting Lender in respect of such participation to be those set forth in the participation agreement, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; provided, however, that each such participant shall have the rights of a Lender for purposes of Sections 2.11(a), 2.11(b), 2.12 and 2.13, and shall be entitled to the benefits thereto, to the extent that the Lender selling such participation would be entitled to such benefits if the participation had not been sold. (f) The Issuing Bank agrees with the Borrower to maintain a Commitment hereunder of not less than $10,000,000 through August 1, 2006 (the "Commitment Level"); provided, following the occurrence of any Event of Default hereunder, the foregoing Commitment Level covenant shall be completely void and of no further force and effect, and the Issuing Bank may, with only the consent of the Required Lenders, thereafter assign all, but not less than all, of its rights and obligations as Issuing Bank under this Agreement, including, without limitation, its Commitment (including its commitment to issue Letters of Credit), to any Eligible Assignee, and upon acceptance of such assignment, the successor Issuing Bank shall succeed to such rights and obligations and the assigning Issuing Bank shall be discharged therefrom. (g) The Administrative Agent, the Issuing Bank and each Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the assignee or participant, or proposed assignee or participant, any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such assignee or participant or proposed assignee or participant agrees in writing to the Administrative Agent, the Issuing Bank or such Lender, as the case may be, to keep such information confidential to the same extent required of the Lenders under Section 10.17.

Assignments; Participations. The Borrowers acknowledge and agree that any Bank may at any time: (aA) Any Lender mayassign or transfer any of its rights or obligations under this Agreement in a transaction intended solely as a source of funding, to a Federal Reserve Bank, without the consent of or notice to MTI or the Agent; (B) sell participations in the Loans outstanding hereunder to another financial institution (after providing written notice to MTI regarding such sale at least five (5) days prior thereto), but in the event of any such participation, no party to this Agreement shall have any obligations or responsibilities to such participant other than its obligations or responsibilities to the seller of such participation, and no participation shall relieve any party of its obligations and duties hereunder, provided that, any agreement pursuant to which any Bank may grant a participation shall not limit such Bank's ability to agree to any modification, amendment or waiver of the Loan Documents without the consent of the participant except to the extent such modification, amendment or waiver would change the amount of the Commitments, reduce the principal of or rate of interest on the Loans or related fees or postpone the date fixed for any payment of principal of or interest on the Loans or related fees; (C) assign all or any portion of its rights under the Loans and its Commitment in minimum amounts of $5,000,000 either (A) to an Affiliate of such Bank, or (B) with the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate together with the payment by such Bank to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate the Agent of a Lender$3,500 transfer fee, and, except after the occurrence of an Event of Default, with the prior written consent of MTI, which shall not be unreasonably withheld or an Approved Fund of a Lender and delayed. Promptly upon any such assignment described in (yA) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten or (10B) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loansabove, the Commitments and the other rights and obligations of such Lender hereunder, assignee shall execute a joinder to this Agreement in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed form satisfactory to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease agreeing to be a party hereto). (c) By executing bound by the terms and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender 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 any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy conditions of this Agreement, together with and then shall be deemed a Bank for all purposes hereunder, and the Borrowers shall execute and deliver new Notes and such other documents and information as it has deemed may be appropriate to make its own reflect such assignment; and (D) share credit analysis information on the Borrowers with prospective and decision to enter into such Assignment actual participants and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender 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; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) 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 Lenderassignees.