Common use of ASSIGNMENTS AND ASSUMPTIONS Clause in Contracts

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment Effective Date and the Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount and the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.2. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Commitments of the Existing Lender on the Amendment Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Tranche A Term Loan Committed Amount, the Tranche A Term Loan Commitment Percentages, the Tranche B Term Loan Committed Amount and the Foreign Currency Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.2. From and after the Amendment Effective Date2.1, whereupon each of the New Lenders shall each become be a "Lender" for all purposes of party to the Amended Credit Documents Agreement and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by have all of the terms rights and provisions contained in obligations of a Lender thereunder and under the other Credit Agreement Documents. The Existing Lender hereby (i) represents and warrants to the New Lenders (a) that it is the holder lawful owner of the Loans interests being assigned hereby hereby, free and Participation Interests related theretoclear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value binding obligation of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility Existing Lender, enforceable against it in accordance with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or impliedterms. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents on the Amendment Effective DateNovember 30, 1998 in the amounts and in accordance with the percentages set forth in Schedule 2.1(a), as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this AmendmentAmendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) 3.1 thereof, the financial statements delivered pursuant to Section 7.1 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 Section 2.18 of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c)9.6(d) of the Existing Credit Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the Confidential Information Memorandum dated October, 1998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent.

ASSIGNMENTS AND ASSUMPTIONS. The Each Assigning Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the such Assigning Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in the such Assigning Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the such Assigning Existing Lender on the Amendment No. 1 Effective Date and the Revolving Loans and LOC Obligations, the portions of the Tranche A Term Loan and the portions of the Tranche B Term Loan owing to the such Assigning Existing Lender which are outstanding on the Amendment No. 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Foreign Currency Tranche A Term Loan Committed Amount Amounts and Tranche A Term Loan Commitment Percentages and the Foreign Currency Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.2SUBPART 2.6 hereof. From and after the Amendment No. 1 Effective Date, Date (i) each of the New Lenders shall each become be a "Lender" for all purposes party to and be bound by the provisions of the Existing Credit Agreement (as amended hereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and hereby ratifies(ii) each Assigning Existing Lender shall, as to the extent of the Amendment Effective Dateinterests assigned hereby, relinquish its rights and agrees to be bound by all of released from its obligations under the terms and provisions contained in the Existing Credit Agreement The Agreement. Each Assigning Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder legal and beneficial owner of the Loans interest being assigned hereby by it hereunder and Participation Interests related thereto, that such interest is free and it has not previously transferred or encumbered such Loans or Participation Interests, clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agentthereto. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (bi) confirms that it has received a copy of the Existing Credit Agreement, Agreement (as amended hereby) together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (cii) agrees that it will, independently and without reliance upon the Existing LenderAgent, the Agent Assigning Existing Lenders 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 the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection Section 3.11 of the Amended Credit Agreement. The Existing Each New Lender shallspecifically acknowledges and agrees that NationsBank, N.A. or one or more of its Affiliates may hold from time to the extent time shares of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c)Senior Preferred Stock.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 1 Effective Date and the Loans owing to the Existing Lender and LOC Obligations which are outstanding on the Amendment No. 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount Amounts and the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1(a) amendments to the Existing Credit Agreement pursuant to Subpart 2.2Part II. From The Existing Lender and after the Amendment Effective Date, each of the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.3(b) of the terms Amended Credit Agreement. From and provisions contained in after the Credit Agreement The Existing Lender hereby Amendment No. 1 Effective Date (i) represents and warrants to each of the New Lenders that it is the holder of the Loans assigned hereby shall be a party to and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside other Credit Documents and (ii) the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register register referred to in Section 11.3(c) of the Amended Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and assumptions effected pursuant to this Part III. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the Upfront Fee as required separately agreed to by Section 11.3(c)the Agent and such New Lender.

ASSIGNMENTS AND ASSUMPTIONS. The Upon the First Amendment Effective Date, each Existing Lender hereby sells shall be deemed to have sold and assignsassigned, without recourse, to the New Lenders, and the New Lenders hereby purchase shall be deemed to have purchased and assumeassumed, without recourse, from the such Existing Lender, effective as of the Amendment Effective Date, such interests in the such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the such Existing Lender on the First Amendment Effective Date and the Revolving Loans, LOC Obligations, Tranche A Term Loans and Tranche B Term Loans owing to the such Existing Lender which are outstanding on the First Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Foreign Currency Tranche A Term Loan Committed Amount Amounts and the Foreign Currency Tranche A Term Loan Commitment Percentages and Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1(a1.1(a) to --------------- the Existing Credit Agreement pursuant to Subpart 2.21.14 hereof. From and after ------------ the First Amendment Effective Date, Date (i) each of the New Lenders shall each become be a "Lender" for all purposes of the Credit Documents party to and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all (as amended hereby) and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the other Credit Agreement. The Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourserecourse and without representation or warranty except as expressly set forth herein, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, assume from the Existing LenderLenders, effective as of the First Amendment Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the First Amendment Effective Date and the Loans and LOC Obligations owing to the Existing Lender Lenders which are outstanding on the First Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment PercentagesLOC Committed Amount, the Foreign Currency Term Loan A Committed Amount and the Foreign Currency Term Loan B Committed Amount and the Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.2Section 1.3 of this First Amendment. By executing this First Amendment below, each of the Borrowers and the Administrative Agent hereby consent to the foregoing assignments. From and after the First Amendment Effective Date, Date (a) each of the New Lenders shall each become be a "Lender" for all purposes party to and be bound by the provisions of the Credit Agreement (as amended hereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and hereby ratifies, as (b) each of the Amendment Effective DateExisting Lenders shall, to the extent of its interests assigned hereby, relinquish its rights and agrees to be bound by all released from its obligations under the Credit Agreement. Each of the terms and provisions contained in the Credit Agreement The Existing Lender hereby Lenders (i) represents and warrants to the New Lenders that it is the holder legal and beneficial owner of the Loans interest being assigned hereby by it hereunder and Participation Interests related thereto, that such interest is free and it has not previously transferred or encumbered such Loans or Participation Interestsclear of any adverse claim, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents Agreement or any other instrument or document furnished pursuant thereto; , and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party the Borrowers or their Subsidiaries or the performance or observance by any Credit Party the Borrowers or their Subsidiaries of any of its their obligations under the Credit Documents Agreement or any other instrument or document furnished or executed pursuant thereto and (iv) makes no other representation or warranty, express or impliedthereto. The Each of the New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (aA) represents and warrants that it is legally authorized to enter into this First Amendment; , (bB) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the most recent financial statements delivered pursuant to Section 7.1 thereof, if any, 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (cC) agrees that it will, independently and without reliance upon the Existing Lender, the Agent Lenders or any other Lender or 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (dD) confirms that it is an Eligible Assignee; (E) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the Amendment No. 1 Effective Date and the Loans owing to the Existing Lender Lenders which are outstanding on the Amendment No. 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount Amounts and the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.23.6. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes Each of the Credit Documents and Lenders hereby ratifies, as of the Amendment Effective Date, makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.3(b) of the terms Existing Credit Agreement, except that this Amendment shall serve in lieu of the assignment agreement referenced in Section 11.3(b). From and provisions contained in after the Credit Agreement The Existing Lender hereby Amendment No. 1 Effective Date (i) represents and warrants to the New Lenders that it is the holder each of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights be a party to and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 other Credit Documents and (ii) each of the Credit Agreement. The Existing Lender Lenders shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register register referred to in Section 11.3(c) of the Existing Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and assumptions effected pursuant to this Part III II. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part II and (ii) to pay to each Lender an amendment fee as required separately agreed to by Section 11.3(c)the Agent and such Lender.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents (including, without limitation, the Commitments of the Existing Lender on the Amendment Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Term Loan Committed Amount and the Foreign Currency Term Loan Commitment Percentages Percentages, effected by the amendment to Schedule 2.1(a) to the --------------- Existing Credit Agreement pursuant to Subpart 2.2. From and after the Amendment Effective Date2.1, whereupon each of the New ----------- Lenders shall each become be a "Lender" for all purposes of party to the Amended Credit Documents Agreement and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by have all of the terms rights and provisions contained in obligations of a Lender thereunder and under the other Credit Agreement Documents. The Existing Lender hereby (i) represents and warrants to the New Lenders (a) that it is the holder lawful owner of the Loans interests being assigned hereby hereby, free and Participation Interests related theretoclear of any lien or other adverse claim and (b) that it is legally authorized to enter into this Amendment and this Amendment is the legal, valid and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value binding obligation of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility Existing Lender, enforceable against it in accordance with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or impliedterms. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' Lender's rights and obligations under the Existing Credit Agreement and the other Credit Documents on the Amendment Effective DateNovember 30, 1998 in the amounts and in accordance with the percentages set forth in Schedule 2.1 (a), as amended hereby, and the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this AmendmentAmendment and this Amendment is the legal, valid and binding obligation of such New Lender, enforceable against it in accordance with its terms; (b) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) 3.1 thereof, the financial statements delivered pursuant ----------- to Section 7.1 5.1 thereof, if any, and such other documents and ----------- information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 Section 2.18 of the Amended Credit Agreement. The Existing Lender ------------ shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c)9.6(d) of the Existing Credit -------- -------------- Agreement. The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection -------------- with the assignments effected pursuant to this Part III and (ii) to pay to each -------- New Lender on the Amendment Effective Date its portion of the upfront fee as set forth in the Confidential Information Memorandum dated October, 1998 relating to the Borrower and the credit facilities and distributed to the New Lenders by the Agent.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells (a) On and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Fifth Amendment Effective Date, immediately after giving effect to the reduction of the Aggregate Revolving Commitments pursuant to Section II above, all (in the case of each Exiting Revolving Lender) or a portion (in the case of certain Continuing Revolving Lenders) of the interests (including all outstanding Revolving Loans of the assignor Lenders at par and without discount and including all interests with respect to participations in outstanding Letters of Credit and Swingline Loans) then held in the Revolving Commitments (after giving effect to the reduction of such Revolving Commitments pursuant to Section II hereof) by the Exiting Revolving Lenders and such assignor Continuing Revolving Lenders shall, in each case, automatically and without any further action being required, be assigned and transferred to, and assumed by, the New Revolving Lenders and certain other Continuing Revolving Lenders, with the amount of such interests in the Existing so assigned to and assumed by each New Revolving Lender or each assignee Continuing Revolving Lender's rights and obligations under the Existing Credit Agreement (including, without limitationas applicable, the Commitments of the Existing Lender on the Amendment Effective Date and the Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) be such amount as shall be is then necessary in order to give that, immediately after giving effect to the reallocations of the Revolving Committed Amountall such assignments and assumptions, the Revolving Commitment Percentages, Commitments held by the Foreign Currency Committed Amount New Revolving Lenders and the Foreign Currency Commitment Percentages effected by the amendment to Continuing Revolving Lenders will be as set forth on Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.22.01 attached as Annex III hereto. From and after giving effect to the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents assignments and hereby ratifies, assumptions pursuant to this Section III as of the Fifth Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby Date (i) represents and warrants to each of the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Revolving Lenders shall make payment in exchange for such interests in the Existing Lenders' rights be a party to and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required interests assigned to be performed by it as hereby, have the rights and obligations of a Revolving Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing other Loan Documents and (ii) each Exiting Revolving Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information Agreement relating to such assigned interests and cease to be a party to the Existing Credit Agreement as a Revolving Lender; provided, however, that each Exiting Revolving Lender shall continue to be entitled to any benefits it was entitled to, and subject to any corresponding obligations it was subject to, prior to such release pursuant to Sections 3.01, 3.04, 3.05 and 11.04 of the Existing Credit Agreement with respect to facts and circumstances occurring prior to the Fifth Amendment Effective Date. In addition, any Exiting Revolving Lender that is also a Tranche B Term Lender acknowledges and agrees that the assignments and assumptions effected pursuant to this Part Section III do not include such Tranche B Term Loans or otherwise affect its rights and as required by Section 11.3(c)obligations under the Existing Credit Agreement with respect to such Tranche B Term Loans.

ASSIGNMENTS AND ASSUMPTIONS. The Each Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the such Existing Lender, effective as of the Amendment No. 1 Effective Date, such interests in the such Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments Revolving Commitment of the such Existing Lender on the Amendment No. 1 Effective Date and the Loans Revolving Obligations) owing to the such Existing Lender which are outstanding on the Amendment No. 1 Effective Date) Date as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Foreign Currency Committed Amount and the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1(a) 2.01 to the Existing Credit Agreement pursuant to Subpart 2.22.3 hereof. From and after the Amendment No. 1 Effective Date, Date (1) each of the New Lenders shall each become be a "Lender" for all purposes party to and be bound by the provisions of the Existing Credit Agreement (as amended by this Amendment) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and hereby ratifies(2) each Existing Lender shall, as to the extent of the Amendment Effective Dateinterests assigned hereby, relinquish its rights and agrees to be bound by all of released from its obligations under the terms and provisions contained in the Existing Credit Agreement The Agreement. Each Existing Lender hereby (ia) represents and warrants to the New Lenders that (i) it is the holder legal and beneficial owner of the Loans interest being assigned hereby hereunder and Participation Interests related theretosuch interest is free and clear of any lien, encumbrance or other adverse claim and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Existing Credit Documents Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; collateral thereunder, (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Party Document or (iv) the performance or observance by the Borrowers, any Credit Party of their Subsidiaries or Affiliates or any other Person of any of its their respective obligations under the any Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the AgentDocument. Each New Lender (a) represents and warrants that (i) it is legally authorized has full power and authority, and has taken all action necessary, to enter into execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Existing Credit Agreement, as amended by this Amendment; , (bii) confirms that it meets all requirements of an Eligible Assignee under the Existing Credit Agreement (subject to receipt of such consents as may be required under the Existing Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Existing Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of the interest being assigned hereunder, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the most recent financial statements delivered pursuant to Section 7.1 6.01 thereof, if anyas applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAmendment and to purchase the interest being assigned hereunder on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement, duly completed and executed by the Assignee; and (cb) agrees that (i) it will, independently and without reliance upon on the Existing Lender, the Administrative 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 the Credit AgreementDocuments, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (eii) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which by the terms of the Credit Agreement Documents are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c)Lender.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and the portions of the Term Loans owing to the Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Tranche B Term Loan Committed Amount, the Tranche B Term Loan Commitment Percentages, the Tranche C Term Loan Committed Amount and the Foreign Currency Tranche C Term Loan Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.22.1. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder lawful owner of the Loans interests being assigned hereby hereby, free and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition clear of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or impliedadverse claim. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' Lender's rights and obligations under the Existing Credit Agreement on the Amendment Effective DateMarch 27, 1998, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) 3.1 thereof, the financial statements delivered pursuant to Section 7.1 5.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 2.18 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c9.6(d). The Agent hereby agrees (i) that no transfer fee shall be payable under Section 9.6(e) of the Existing Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part III and (ii) to pay to each New Lender its portion of the upfront fee as set forth in the CONFIDENTIAL INFORMATION MEMORANDUM DATED FEBRUARY, 1998.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing 364-Day Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the Amendment No. 1 Effective Date and the Loans owing to the Existing Lender Lenders which are outstanding on the Amendment No. 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount Amounts and the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing 364-Day Credit Agreement pursuant to Subpart 2.23.2. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes Each of the Credit Documents and Lenders hereby ratifies, as of the Amendment Effective Date, makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 10.3(b) of the terms Existing 364-Day Credit Agreement, except that this Amendment shall serve in lieu of the assignment agreement referenced in Section 10.3(b). From and provisions contained in after the Credit Agreement The Existing Lender hereby Amendment No. 1 Effective Date (i) represents and warrants to the New Lenders that it is the holder each of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights be a party to and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 other Credit Documents and (ii) each of the Credit Agreement. The Existing Lender Lenders shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing 364-Day Credit Agreement. The Agent shall maintain in its internal records and record in the Register register referred to in Section 11.3(c) of the Existing 364-Day Credit Agreement on the Amendment No. 1 Effective Date the information relating to the assignments and assumptions effected pursuant to this Part III and as required by II. The Agent hereby agrees that no transfer fee shall be payable under Section 11.3(c)11.3(b) of the Existing 364-Day Credit Agreement or otherwise in connection with the assignments effected pursuant to this Part II.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Each Assigning Credit-Linked Lender hereby sells and assigns, without recourse, to the New Lenders, Purchasing Credit-Linked Lender and the New Lenders Purchasing Credit-Linked Lender hereby purchase purchases and assumeassumes, without recourse, from the Existing each Assigning Credit-Linked Lender, effective as of the Amendment No. 3 Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement following: (including, without limitation, the Commitments i) sixty percent (60%) of the Existing Credit-Linked Commitment of such Assigning Credit-Linked Lender on (and related Credit-Linked Deposits) and (ii) an equal percentage of the Amendment Effective Date and the Loans Credit-Linked L/C Obligations owing to the Existing Lender such Assigning Credit-Linked Lenders which are outstanding on the Amendment No. 3 Effective Date) , in each case as shall be necessary in order to give effect to the reallocations transfer to the Purchasing Credit-Linked Lender of the Revolving Committed Amount, Credit-Linked Commitments (and related Credit-Linked Deposits) in the Revolving Commitment Percentages, the Foreign Currency Committed Amount aggregate amount and the Foreign Currency Commitment Percentages effected by the amendment to percentage set forth on Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.21 hereto. From and after giving effect to the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents assignments and hereby ratifies, assumptions pursuant to this Part III as of the Amendment No. 3 Effective Date, Date (i) the Purchasing Credit-Linked Lender shall be a party to the Amended Credit Agreement as a Credit-Linked Lender automatically pursuant to the terms of this Part III and agrees to in such capacity shall be bound by all the provisions of the terms and provisions contained in the Amended Credit Agreement The Existing and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender hereby thereunder and under the other Loan Documents and (ii) each Assigning Credit-Linked Lender shall, to the extent of (and only to the extent of) the interests assigned hereby, automatically pursuant to the terms of this Part III relinquish its rights and be released from its obligations under the Amended Credit Agreement relating to such assigned interests. Each Assigning Credit-Linked Lender: (i) represents and warrants to the New Lenders that it is the holder legal and beneficial owner of the Loans interest being assigned hereby by it hereunder and Participation Interests related thereto, that such interest is free and it has not previously transferred or encumbered such Loans or Participation Interests, clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Loan Party or the performance or observance by any Credit Loan Party of any of its obligations under the Credit Loan Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or impliedthereto. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Purchasing Credit-Linked Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (bi) confirms that it has received a copy of the Amended Credit Agreement, Agreement together with copies of the financial statements referred to in Section 5.1(c) thereof, the most recent financial statements delivered pursuant to Section 7.1 thereof, if any, 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AmendmentAmendment and Assignment; (cii) agrees that it will, independently and without reliance upon the Existing LenderAdministrative Agent, the Agent Assigning Credit-Linked Lenders 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 the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) confirms that it is an Eligible Assignee (subject to such consents as may be required by the Amended Credit Agreement); (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if Lender; and (vi) that it is organized under has delivered to the laws of a jurisdiction outside the United States, its obligations Administrative Agent any U.S. Internal Revenue Service or other forms required to be delivered by it pursuant to subsection 3.11 the terms of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells (a) On and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing Lender, effective as of the Fourth Amendment Effective Date, immediately after giving effect to the reduction of the Aggregate Revolving Commitments pursuant to Section II above, all (in the case of each Exiting Revolving Lender) or a portion (in the case of certain Continuing Revolving Lenders) of the interests (including all outstanding Revolving Loans of the assignor Lenders at par and without discount and including all interests with respect to participations in outstanding Letters of Credit and Swingline Loans) then held in the Revolving Commitments (after giving effect to the reduction of such Revolving Commitments pursuant to Section I hereof) by the Exiting Revolving Lenders and such assignor Continuing Revolving Lenders shall, in each case, automatically and without any further action being required, be assigned and transferred to, and assumed by, the New Revolving Lenders and certain other Continuing Revolving Lenders, with the amount of such interests in the Existing so assigned to and assumed by each New Revolving Lender or each assignee Continuing Revolving Lender's rights and obligations under the Existing Credit Agreement (including, without limitationas applicable, the Commitments of the Existing Lender on the Amendment Effective Date and the Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) be such amount as shall be is then necessary in order to give that, immediately after giving effect to the reallocations of the Revolving Committed Amountall such assignments and assumptions, the Revolving Commitment Percentages, Commitments held by the Foreign Currency Committed Amount New Revolving Lenders and the Foreign Currency Commitment Percentages effected by the amendment to Continuing Revolving Lenders will be as set forth on Part I of Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.22.01 attached as Annex III hereto. From and after giving effect to the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents assignments and hereby ratifies, assumptions pursuant to this Section III as of the Fourth Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby Date (i) represents and warrants to each of the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Revolving Lenders shall make payment in exchange for such interests in the Existing Lenders' rights be a party to and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required interests assigned to be performed by it as hereby, have the rights and obligations of a Revolving Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing other Loan Documents and (ii) each Exiting Revolving Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information Agreement relating to such assigned interests and cease to be a party to the Existing Credit Agreement as a Revolving Lender; provided, however, that each Exiting Revolving Lender shall continue to be entitled to any benefits it was entitled to, and subject to any corresponding obligations it was subject to, prior to such release pursuant to be Sections 3.01, 3.04, 3.05 and 11.04 of the Existing Credit Agreement with respect to facts and circumstances occurring prior to the Fourth Amendment Effective Date. In addition, any Exiting Revolving Lender that is also a Term Lender acknowledges and agrees that the assignments and assumptions effected pursuant to this Part Section III do not include such Tranche B Term Loans or otherwise affect its rights and as required by Section 11.3(c)obligations under the Existing Credit Agreement with respect to such Tranche B Term Loans.

ASSIGNMENTS AND ASSUMPTIONS. The Assigning Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Assigning Existing Lender, effective as of the Amendment No. 2 Effective Date, such interests in the Assigning Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Assigning Existing Lender on the Amendment No. 2 Effective Date and the Revolving Loans and LOC Obligations, the Acquisition Loans, the portions of the Tranche A Term Loan and the portions of the Tranche B Term Loan owing to the Assigning Existing Lender which are outstanding on the Amendment No. 2 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Foreign Currency Tranche A Term Loan Committed Amount Amounts and Tranche A Term Loan Commitment Percentages and the Foreign Currency Tranche B Term Loan Committed Amounts and Tranche B Term Loan Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.2SUBPART 2.6. From and after the Amendment No. 2 Effective Date, Date (i) each of the New Lenders shall each become be a "Lender" for all purposes party to and be bound by the provisions of the Existing Credit Agreement (as amended hereby) and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and hereby ratifies(ii) the Assigning Existing Lender shall, as to the extent of the Amendment Effective Dateinterests assigned hereby, relinquish its rights and agrees to be bound by all of released from its obligations under the terms and provisions contained in the Existing Credit Agreement Agreement. The Assigning Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder legal and beneficial owner of the Loans interest being assigned hereby by it hereunder and Participation Interests related thereto, that such interest is free and it has not previously transferred or encumbered such Loans or Participation Interests, clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agentthereto. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (bi) confirms that it has received a copy of the Existing Credit Agreement, Agreement (as amended hereby) together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (cii) agrees that it will, independently and without reliance upon the Existing LenderAgent, the Agent Assigning Existing 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 the Amended Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (diii) confirms that it is an Eligible Lender; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its their terms all of the obligations which that by the terms of the Amended Credit Agreement are required to be performed by it as a Lender including, if it is organized Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection Section 3.11 of the Amended Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Lenders, and the New Lenders hereby purchase and assume, without recourse, from the Existing LenderLenders, effective as of the Amendment No. 1 Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of the Existing Lender Lenders on the Amendment No. 1 Effective Date and the Revolving Loans owing to the Existing Lender and LOC Obligations which are outstanding on the Amendment No. 1 Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Amounts and Revolving Commitment Percentages, the Foreign Currency Committed Amount and the Foreign Currency Commitment Percentages effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.22.24. From Each of the Existing Lenders and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, makes and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statementsrepresentations, warranties or representations made and agreements set forth in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value Section 11.3(b) of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on (as amended hereby). From and after the Amendment No. 1 Effective Date, in the amounts and in accordance with the instructions Date (i) each of the Agent. Each New Lender (a) represents Lenders shall be a party to and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Existing Credit Agreement and will perform in accordance with its terms all (as amended hereby) and, to the obligations which by the terms extent of the Credit Agreement are required to be performed by it as interests assigned hereby, have the rights and obligations of a Lender including, if it is organized thereunder and under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 other Credit Documents and (ii) each of the Credit Agreement. The Existing Lender Lenders shall, to the extent of the interests assigned or terminated hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent hereby agrees that no transfer fee shall maintain be payable under Section 11.3(b) of the Existing Credit Agreement or otherwise in its internal records and record in the Register the information relating to connection with the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c)III.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender Lenders hereby sells sell and assignsassign, without recourse, to the New Remaining Lenders, and the New Lenders each Remaining Lender hereby purchase purchases and assumeassumes, without recourse, from the Existing LenderLenders, effective as of the Amendment Effective Date, such interests in the Existing Lender's Lenders' rights and obligations under the Existing Amended Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment Effective Date and the Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount and the Foreign Currency Commitment Percentages Commitments effected by the amendment to Schedule 2.1(a) 1.2 to the Existing Credit Agreement pursuant to Subpart 2.2Part II, including, without limitation, the Loans, Letters of Credit and other extensions of credit owing to the Existing Lenders which are outstanding on the Amendment Effective Date, together with unpaid interest accrued on the assigned Loans and other extensions of credit to the Amendment Effective Date and the amount, if any, set forth below of the Fees accrued to the Amendment Effective Date for the account of the Existing Lenders. Each Existing Lender and each Remaining Lender hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 11.2(c) of the Amended Credit Agreement, a copy of which has been received by each such party. From and after the Amendment Effective Date, the New Lenders Date (i) each Remaining Lender shall each become be a "Lender" for all purposes of the Credit Documents party to and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all the provisions of the terms and provisions contained in the Amended Credit Agreement The and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Existing Lenders shall, to the extent of the interests assigned by this Amendment, relinquish their rights (other than any rights it may have pursuant to Section 14.11 of the Amended Credit Agreement which will survive) and be released from its obligations under the Amended Credit Agreement. Each Existing Lender hereby (i) represents and warrants to the New Lenders each Remaining Lender that (i) it is the holder legal and beneficial owner of the Loans interest being assigned hereby free and Participation Interests related thereto, clear of any adverse claim and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c).

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells and assigns, without recourse, to the New Lenders, and the each New Lenders Lender hereby purchase purchases and assumeassumes, without recourse, from the Existing Lender, effective as of the Amendment Effective Date, such interests in the Existing Lender's rights and obligations under the Existing Amended Credit Agreement (including, without limitation, the Commitments of the Existing Lender on the Amendment Effective Date and the Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount and the Foreign Currency Commitment Percentages Commitments effected by the amendment to Schedule 2.1(a) 1.1A to the Existing Credit Agreement pursuant to Subpart 2.2PART II, including, without limitation, the Loans, LOC Obligations and other extensions of credit owing to the Existing Lender which are outstanding on the Amendment Effective Date, together with unpaid interest accrued on the assigned Loans and other extensions of credit to the Amendment Effective Date and the amount, if any, set forth below of the Fees accrued to the Amendment Effective Date for the account of the Existing Lender. Each of the Existing Lender and each New Lender hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Section 13.8(d) of the Amended Credit Agreement, a copy of which has been received by each such party. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby Date (i) represents and warrants to the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each each New Lender (a) represents shall be a party to and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Amended Credit Agreement and will perform in accordance with its terms all and, to the obligations which by the terms extent of the Credit Agreement are required to be performed interests assigned by it as this Assignment and Acceptance, have the rights and obligations of a Lender including, if it is organized under thereunder and (ii) the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned herebyby this Amendment, relinquish its rights (other than any rights it may have pursuant to Section 13.9 of the Amended Credit Agreement which will survive) and be released from its obligations under the Existing Amended Credit Agreement. The Agent shall maintain in its internal records Existing Lender represents and record in warrants to each New Lender that (i) it is the Register legal and beneficial owner of the information relating interest being assigned hereby free and clear of any adverse claim and (ii) it is legally authorized to the assignments and assumptions effected pursuant to enter into this Part III and as required by Section 11.3(c)Amendment.

ASSIGNMENTS AND ASSUMPTIONS. The Existing Lender hereby sells 2.1 Each of the parties hereto acknowledges and assigns, without recourse, agrees that (i) the Exiting Lenders desire to sell and assign their Commitments to the New Lenders and to certain of the Continuing Lenders and to be relieved of their obligations under the Credit Agreement; (ii) certain of the Continuing Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or increase their existing Commitments; and (iii) the New Lenders desire to purchase and assume portions of the Commitments of the Exiting Lenders and/or provide new Commitments and to become parties to the Credit Agreement. As an administrative convenience and to avoid the necessity that each Lender enter into separate Assignment and Assumptions, the parties hereto acknowledge and agree that effective as of the First Amendment Effective Date, (A) each Exiting Lender shall be deemed to have sold and assigned to the Continuing Lenders increasing their Commitments (the “Increasing Lenders, ”) and the New Lenders hereby purchase its Commitment and assume, without recourse, from Loans that are outstanding on the Existing Lender, effective as of the First Amendment Effective Date, (B) the Continuing Lenders decreasing their Commitments (the “Decreasing Lenders”) shall be deemed to have sold and assigned to the Increasing Lenders and the New Lenders a portion of their Commitments and Loans that are outstanding on the First Amendment Effective Date and (C) the Increasing Lenders and the New Lenders shall be deemed to have purchased and assumed the Commitments and Loans of the Exiting Lenders and the Decreasing Lenders, in each case in amounts such interests in the Existing Lender's rights and obligations under the Existing Credit Agreement (including, without limitation, that the Commitments of the Existing Lender on the Amendment Effective Date and the Loans owing to the Existing Lender which are outstanding on the Amendment Effective Date) as Lenders after giving effect hereto shall be necessary in order to give effect to the reallocations of the Revolving Committed Amount, the Revolving Commitment Percentages, the Foreign Currency Committed Amount and the Foreign Currency Commitment Percentages effected by the amendment to as reflected on Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.2. From and after the Amendment Effective Date, the New Lenders shall each become a "Lender" for all purposes of the Credit Documents and hereby ratifies, as of the Amendment Effective Date, and agrees to be bound by all of the terms and provisions contained in the Credit Agreement The Existing Lender hereby (i) represents and warrants to the New Lenders that it is the holder of the Loans assigned hereby and Participation Interests related thereto, and it has not previously transferred or encumbered such Loans or Participation Interests, (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under the Credit Documents or any other instrument or document furnished pursuant thereto and (iv) makes no other representation or warranty, express or implied. The New Lenders shall make payment in exchange for such interests in the Existing Lenders' rights and obligations under the Existing Credit Agreement on the Amendment Effective Date, in the amounts and in accordance with the instructions of the Agent. Each New Lender (a) represents and warrants that it is legally authorized to enter into this Amendment; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 5.1(c) thereof, the financial statements delivered pursuant to Section 7.1 thereof, if any, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (c) agrees that it will, independently and without reliance upon the Existing Lender, the Agent 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 the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 3.11 of the Credit Agreement. The Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights and be released from its obligations under the Existing Credit Agreement. The Agent shall maintain in its internal records and record in the Register the information relating to the assignments and assumptions effected pursuant to this Part III and as required by Section 11.3(c)2.1 attached hereto.