Common use of Assignments; Participations Clause in Contracts

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

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

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

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

Assignments; Participations. (a) Any Lender may, Each Borrower may assign any of its rights or obligations hereunder or under the Note with the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld withheld. The Lender may assign or delayed), assign and delegate transfer to one any bank or more Eligible Assignees (provided other financial institution that (x) no such Borrower consent shall be required makes or invests in connection with loans or any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a the Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, all or any ratable part of all, of the Loans, the Commitments its rights or obligations under this Warehouse Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionLoan Documents. (b) From and after the date that the Agent has received an executed Assignment and AcceptanceThe Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities ("Participants") participating interests in any Advance, the Agent has received payment Note, its commitment to make Advances, or any other interest of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned Documents. In the event of any such sale by it pursuant the Lender of participating interests to such Assignment and Acceptancea Participant, relinquish its rights and be released from its the Lender's obligations under this Warehouse Agreement (to the Borrowers shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Warehouse Agreement and the other Loan Documents, and the Borrowers and the Lender shall continue to deal solely and directly with the Lender in connection with the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s 's rights and obligations under this AgreementWarehouse Agreement and the other Loan Documents. The Borrowers agree that if amounts outstanding under this Warehouse Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Warehouse Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Warehouse Agreement or the Note; provided, that such assignor Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lender the proceeds thereof. The Lender also agrees that each Participant shall cease be entitled to the benefits of Sections 2.07 and 10.03 with respect to its participation in the Advances outstanding from time to time; provided, that the Lender and all Participants shall be a party hereto)entitled to receive no greater amount in the aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such transfer occurred. (c) By executing The Lender may furnish any information concerning the Borrowers or any of its Subsidiaries in the possession of such Lender from time to time to assignees and delivering an Assignment participants (including prospective assignees and Acceptance, participants) only after notifying the assignor Lender thereunder Borrowers in writing and the Assignee thereunder confirm to and agree with each other and the other parties securing signed confidentiality statements (a form of which is attached hereto as follows: Exhibit I) and only for the sole purpose of evaluating participations and for no other purpose. (id) other than as provided in such Assignment and Acceptance, such assignor The Borrowers agree to cooperate with the Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the executionsuch assignment and/or participation, legalityto execute and deliver such replacement notes, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lenderrestatements of, and based on amendments, supplements and other modifications to, this Warehouse Agreement and the other Loan Documents in order to give effect to such documents and information as it shall deem appropriate at assignment and/or participation. Each Borrower further agrees to furnish to any Participant identified by the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated Lender to the Agent Borrower copies of all reports and certificates to be delivered by such Borrower to the terms hereof, together with such powers, including the discretionary rights and incidental powersLender hereunder, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of when delivered to the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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

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

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

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

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

Assignments; Participations. (a) Any Lender may, The Borrower may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of (i) the Agent, (ii) Lender. The Lender may assign or transfer to any bank or other financial institution that makes or invests in loans or any Affiliate of the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under all or any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments its rights under this Loan Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionLoan Documents. (b) From and after the date that the Agent has received an executed Assignment and AcceptanceThe Lender may, in accordance with applicable law, at any time sell to one or more lenders or other entities ("Participants") participating interests in any Advance, the Agent has received payment Note, its right to make Advances, or any other interest of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned Documents. In the event of any such sale by it pursuant the Lender of participating interests to such Assignment and Acceptancea Participant, relinquish its rights and be released from its the Lender's obligations under this Loan Agreement (to the Borrower shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and the other Loan Documents, and the Borrower shall continue to deal solely and directly with the Lender in connection with the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s 's rights and obligations under this AgreementLoan Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Loan Agreement or the Note; provided, that such assignor Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lender the proceeds thereof. The Lender also agrees that each Participant shall cease be entitled to the benefits of Sections 2.07 and 11.03 with respect to its participation in the Advances outstanding from time to time; provided, that the Lender and all Participants shall be a party hereto)entitled to receive no greater amount in the aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such transfer occurred. (c) By executing The Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and delivering an Assignment Participants (including prospective assignees and Acceptance, Participants) only after notifying the assignor Lender thereunder Borrower in writing and the Assignee thereunder confirm to and agree with each other and the other parties securing signed confidentiality statements (a form of which is attached hereto as follows: Exhibit I) and only for the sole purpose of evaluating participations and for no other purpose. (id) other than as provided in such Assignment and Acceptance, such assignor The Borrower agrees to cooperate with the Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the executionsuch assignment and/or participation, legalityto execute and deliver such replacement notes, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lenderrestatements of, and based on amendments, supplements and other modifications to, this Loan Agreement and the other Loan Documents in order to give effect to such documents and information as it shall deem appropriate at assignment and/or participation. The Borrower further agrees to furnish to any Participant identified by the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated Lender to the Agent Borrower copies of all reports and certificates to be delivered by the terms hereof, together with such powers, including Borrower to the discretionary rights and incidental powersLender hereunder, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of when delivered to the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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

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

Assignments; Participations. (a) Any Each Lender may, with the written consent of may (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the AgentLoans owing to it and its rights and obligations as a Lender with respect to Letter of Credit Accommodations) and the other Financing Agreements to (A) its parent company and/or any Affiliate of such Lender which is at least fifty (50%) percent owned by such Lender or its parent company or (B) one or more Lenders or (C) any person (whether a corporation, partnership, trust or otherwise) that is engaged in the business of making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor or (ii) the Swingline Lender assign all or a portion of its rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees, each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (provided that (xA) no such Borrower the consent of Administrative Agent shall be required in connection with any assignment to an existing LenderEligible Transferee pursuant to clause (ii) above, which consent shall not be unreasonably withheld, (B) absent the existence of an Affiliate Event of Default, the consent of Borrower shall be required in connection with any assignment to an Eligible Transferee pursuant to clause (ii) above, which consent shall not be unreasonably withheld; (C) if such Eligible Transferee is not a Lenderbank, Administrative Agent shall receive a representation in writing by such Eligible Transferee that either (1) no part of its acquisition of its Loans is made out of assets of any employee benefit plan, or (2) after consultation, in good faith, with Borrower and provision by Borrower of such information as may be reasonably requested by such Eligible Transferee, the acquisition and holding of such Commitments and Loans does not constitute a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (3) such assignment is an Approved Fund “insurance company general account,” as such term is defined in the Department of Labor Prohibited Transaction Class Exemption 95.60 (issued July 12, 1995) (“PTCE 95-60), and, as of the date of the assignment, there is no “employee benefit plan” with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such “employee benefit plan” and all other “employee benefit plans” maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) percent of the total reserves and liabilities of such general account (as determined under PTCE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of such Eligible Transferee, (D) such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register, (E) except as Administrative Agent shall otherwise agree, any such assignment shall be in a Lender minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. As used in this Section, the term “employee benefit plan” shall have the meaning assigned to it in Title I of ERISA and shall also include a “plan” as defined in Section 4975(e)(1) of the Code and (yF) any Lender desiring to assign all or any portion of its rights and obligations under this Agreement to a Person pursuant to clause (ii) above shall first and prior to any assignment to such Person provide a written offer to each of the other existing Lenders to accept such assignment, and each Lender who has received such offer shall have the right, but no obligation, to accept such assignment, provided that, no later than seven (7) days after receipt of such notice, each such Lender shall advise Administrative Agent and the Borrower consent whether it intends to accept such assignment, and any Lender that has not responded within such period shall be deemed to have been given if declined such assignment and in the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loansevent that more than one Lender accepts such assignment, the Commitments and the other assigning Lender shall assign its rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of Lenders on a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto)pro rata basis. (c) By executing and delivering an Assignment and Acceptance, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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

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

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

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

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

Assignments; Participations. (a) Any Each Lender maymay make assignments of all or, with if less than all, a ratable portion of both its US Commitments and Canadian Commitments equal to at least $5,000,000 in the written consent aggregate for the assigning Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Agent on the Agent, Register and (ii) Agent shall have received for its sole account payment of a processing fee from the Swingline assigning Lender and or the Letter assignee in the amount of Credit Issuers$5,000, and (iii) so long as no Event the prior written approval of Default under any of Section 10.1(a), (e), (f) or (g) has occurred Agent and is continuing, the Administrative Borrower (in each caseshall have been given, which consents approval by the Administrative Borrower shall not be unreasonably withheld withheld, conditioned or delayed); provided, assign that, (A) the approval of the Administrative Borrower shall not be required at any time that an Event of Default shall exist or have occurred and delegate to one or more Eligible Assignees be continuing, and (provided that (xB) no such the approval of the Administrative Borrower consent shall not be required in connection with assignments to other Lenders, to any assignment to an existing Lender, an Affiliate of a Lender, to any Approved Fund, or for any participation and in any event, prior to a successful syndication except if it is an Approved Fund institution on the list provided by Arrangers to the Administrative Borrower prior to July 24, 2008 (but in no event shall an assignment be permitted to any of a Lender and (y) such Borrower consent shall be deemed to have been given if the institutions which the Administrative Borrower has previously identified to Arrangers in writing prior to the date hereof as those to which the Administrative Borrower does not responded within ten (10) Business Days of receipt of a written request for want Arrangers to offer Commitments without the consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderAdministrative Borrower); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Documents furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower, Guarantor or any of their Subsidiaries or the performance or observance by any Obligor Borrower or Guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Loan Documents, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iii) the Participant shall not have any rights under this Agreement or any of the other Loan Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Guarantor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 15.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials. (h) Any Lender that is an Issuing Bank may at any time assign all of its Commitments pursuant to this Section 15.7. If such Issuing Bank ceases to be Lender, it may, at its option, resign as Issuing Bank and such Issuing Bank’s obligations to issue Letters of Credit shall terminate but it shall retain all of the rights and obligations of Issuing Bank hereunder with respect to Letters of Credit outstanding as of the effective date of its resignation and all Letter of Credit Obligations with respect thereto (including the right to require Lenders to make Revolving Loans or fund risk participations in outstanding Letter of Credit Obligations), shall continue.

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

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed), assign all or, if less than all, a portion equal to at least $10,000,000 (or such lesser amount as Agent may agree) in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and any know-your-customer documentation; that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion5,000. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Obligors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Obligor or any of their Subsidiaries or the performance or observance by any Borrower or Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Obligor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of (i) the Agent, (ii) assign all or, if less than all, a portion equal to at least $10,000,000 in the Swingline Lender aggregate for the assigning Lender, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and any know-your-customer documentation; that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion5,000. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Revolving Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Obligors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower Agent and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Obligor or any of their Subsidiaries or the performance or observance by any Borrower or Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Revolving Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Obligor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Revolving Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 14.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials.

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

Assignments; Participations. (a) Any Lender mayThe Borrower and the other Loan Parties may assign, sell, transfer, participate, pledge, or hypothecate any or all of their rights or obligations hereunder or under the other Loan Documents only with the prior written consent of (i) the AgentLender, (ii) which consent may be withheld at the Swingline sole discretion of the Lender. The Lender and the Letter of Credit Issuersmay assign, and (iii) so long as no Event of Default under sell, transfer, participate, pledge, or hypothecate to any Person all or any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments its rights under this Loan Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionLoan Documents. (b) From and after The Lender may, in accordance with Applicable Law, at any time sell to one or more lenders or other entities (“Participants”) participation interests in the date that the Agent has received an executed Assignment and AcceptanceAdvance, the Agent has received payment Note, its right to make the Advance, or any other interest of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned Documents. In the event of any such sale by it pursuant the Lender of participating interests to such Assignment and Acceptancea Participant, relinquish its rights and be released from its the Lender’s obligations under this Loan Agreement (to the Borrower shall remain unchanged, the Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all purposes under this Loan Agreement and the other Loan Documents, and the Borrower shall continue to deal solely and directly with the Lender in connection with the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this AgreementLoan Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Loan Agreement or the Note; provided, that such assignor Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with the Lender the proceeds thereof. The Lender also agrees that each Participant shall cease be entitled to the benefits of Sections 2.04, 2.08, 3.03 and 11.03 with respect to its participation in the Advance outstanding from time to time; provided, that the Lender and all Participants shall be a party hereto)entitled to receive no greater amount in the aggregate pursuant to such Sections than the Lender would have been entitled to receive had no such transfer occurred. (c) By executing The Lender may furnish any information concerning any Loan Party or any of its Subsidiaries in the possession of the Lender from time to time to assignees and delivering an Assignment Participants (including prospective assignees and Acceptance, the assignor Lender thereunder Participants) only after notifying such Loan Party in writing and the Assignee thereunder confirm to and agree with each other and the other parties securing signed confidentiality statements (a form of which is attached hereto as follows: Exhibit D) and only for the sole purpose of evaluating participations and for no other purpose unless disclosure is required pursuant to the Freedom of Information Act. (id) other than as provided in such Assignment and Acceptance, such assignor Each Loan Party agrees to cooperate with the Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the executionsuch assignment and/or participation, legalityto execute and deliver such replacement notes, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lenderrestatements of, and based on amendments, supplements and other modifications to, this Loan Agreement and the other Loan Documents in order to give effect to such documents assignment and/or participation. Each Loan Party further agrees to furnish to any Participant identified by the Lender to such Loan Party copies of all reports and information certificates to be delivered by such Loan Party to such Participant or lender’s assignee hereunder, as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated when delivered to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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

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

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

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of (i) the Agent, (ii) assign all or, if less than all, a portion equal to at least $10,000,000 in the Swingline Lender aggregate for the assigning Lender, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and any know-your-customer documentation; that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion5,000. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Obligors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower, Obligor or any Obligor of their Subsidiaries or the performance or observance by Borrower or any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning Borrower or any Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrower, Guarantor, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by Borrower or any Obligor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrower and Guarantor shall assist Agent to sell assignments or participations under this Section 13.7 in connection with Agent’s original syndication of this credit facility whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrower shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrower and Guarantor and their affairs provided, prepared or reviewed by Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials.

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

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of (i) the Agent, (ii) assign all or, if less than all, a portion equal to at least $5,000,000 in the Swingline Lender aggregate for the assigning Lender, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and any know-your-customer documentation; that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,5005,000; provided, furtherthat, that the Agent may elect to waive such processing fee in its sole discretionshall not be applicable to any assignments made to Affiliates of the assigning Lender or Approved Funds. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Obligors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Obligor or any of their Subsidiaries or the performance or observance by any Borrower or Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Assign­ment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Obligor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials.

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

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

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

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

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

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

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $5,000,000 in the written consent aggregate for the assigning Lender, of (i) the Agent, (ii) the Swingline Lender such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and that, (i) if such Eligible Transferee is not a bank, Agent shall receive a representation in writing by such Eligible Transferee that no part of its acquisition of its Loans is made out of assets of any know-your-customer documentation; employee benefit plan, (ii) such transfer or assignment will not be effective until recorded by Agent on the Register and (Ciii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided5,000. As used in this Section, further, that the Agent may elect term "employee benefit plan" shall have the meaning assigned to waive such processing fee it in its sole discretionTitle I of ERISA and shall also include a "plan" as defined in Section 4975(e)(1) of the Code. (b) From Agent shall maintain a register of the names and after addresses of Lenders, their Commitments and the date that principal amount of their Loans (the "Register"). Agent has received an executed shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, the absent manifest error, and Borrower, Obligors, Agent has received payment of the above-referenced processing fee and the Agent has Lenders may treat each Person whose name is recorded such assignment in the Register as provided a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in Section 13.20 hereineach Assignment and Acceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under the Loan Documents, hereunder and thereunder and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower, any Obligor or any of their Subsidiaries or the performance or observance by Borrower or any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning Borrower or any Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrower, Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Financing Agreements, (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by Borrower or any Obligor hereunder shall be determined as if such Lender had not sold such participation, and (iv) if such Participant is not a bank, represent that no part of its acquisition of its participation is made out of assets of any employee benefit plan. As used in this Section, the term "employee benefit plan" shall have the meaning assigned to it in Title I of ERISA and shall also include a "plan" as defined in Section 4975(e)(1) of the Code. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrower shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.6 in whatever manner necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrower shall certify the correctness and accuracy of all descriptions of Borrower and its affairs provided, prepared or reviewed by Borrower that are contained in any selling materials prepared for potential Lenders in connection with the initial syndication of the Loans and all other information provided by it and included in such materials. (h) Each Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Lender which is a party hereto at the date hereof, or on or prior to the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested in writing by Borrower (but only so long thereafter as such Lender remains lawfully able to do so), provide Agent and Borrower with two original U.S. Internal Revenue Service Forms W-8BEN or W-8ECI, or any successor or other form prescribed by the U.S. Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of (i) the Agent, (ii) assign all or, if less than all, a portion equal to at least $7,500,000 in the Swingline Lender aggregate for the assigning Lender, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and any know-your-customer documentation; that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion5,000. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower, Guarantor or any of their Subsidiaries or the performance or observance by any Obligor Borrower or Guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Guarantor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.8 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials. (h) Any Lender that is an Issuing Bank may at any time assign all of its Commitments pursuant to this Section 13.8. If such Issuing Bank ceases to be Lender, it may, at its option, resign as Issuing Bank and such Issuing Bank’s obligations to issue Letters of Credit shall terminate but it shall retain all of the rights and obligations of Issuing Bank hereunder with respect to Letters of Credit outstanding as of the effective date of its resignation and all Letter of Credit Obligations with respect thereto (including the right to require Lenders to make Revolving Loans or fund risk participations in outstanding Letter of Credit Obligations), shall continue.

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

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $5,000,000 in the written consent aggregate for the assigning Lender, of (i) the Agent, (ii) the Swingline Lender such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided that that: (xi) no the consent of the Administrative Borrower (such Borrower consent not to be unreasonably withheld, conditioned or delayed) shall be required in connection with for any assignment unless (A) an Event of Default has occurred and is continuing or (B) the assignment is to a Lender or an existing Approved Fund; (ii) the consent of Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of a Lender, such Lender or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to such Lender; (iii) the Assignee, consent of the Issuing Bank and the Swingline Lenders shall be given required for any assignment (such consents not to the Borrower and the Agent by such Lender and the Assignee; be unreasonably withheld, conditioned or delayed); (Biv) such Lender and transfer or assignment will not be effective until recorded by Agent on the Register; and (v) Agent shall have received for its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion5,000. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Loan Parties, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Documents furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Loan Party or any of its Subsidiaries or the performance or observance by any Obligor Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Loan Documents, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Loan Party in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Loan Parties, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iii) the Participant shall not have any rights under this Agreement or any of the other Loan Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Loan Party hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Any Lender that is an Issuing Bank or a Swingline Lender may at any time assign all of its Commitments pursuant to this Section 16.7. If such Issuing Bank or Swingline Lender ceases to be Lender, it may, at its option, resign as Issuing Bank or Swingline Lender and such Issuing Bank’s or Swingline Lender’s obligations to issue Letters of Credit or make Swingline Loans shall terminate but it shall retain all of the rights and obligations of Issuing Bank or Swingline Lender hereunder with respect to Letters of Credit or Swingline Loans outstanding as of the effective date of its resignation and all Letter of Credit Obligations or Swingline Loans with respect thereto (including the right to require Lenders to make Loans or fund risk participations in outstanding Letter of Credit Obligations or Swingline Loans), shall continue.

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

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of Agent (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents consent shall not be unreasonably withheld or delayed), assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate at any one time for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and any know-your-customer documentation; that, (i) such transfer or assignment will not be effective until recorded by Agent on the Register and (Cii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion5,000. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower or Guarantor or the performance or observance by any Obligor Borrower or Guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of Agent or any Lender from time to time to assignees (subject to such assignee executing and delivering a confidentiality agreement in form and substance reasonably acceptable to Agent and Administrative Borrower). (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Guarantor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials. (h) Any Lender that is an Issuing Bank may at any time assign all of its Commitments pursuant to this Section 13.7. If such Issuing Bank ceases to be a Lender, it shall resign as Issuing Bank and such Issuing Bank’s obligations to issue Letters of Credit shall terminate but it shall retain all of the rights and obligations of Issuing Bank hereunder with respect to Letters of Credit outstanding as of the effective date of its resignation and all Letter of Credit Obligations with respect thereto (including the right to require Lenders to make Revolving Loans or fund risk participations in outstanding Letter of Credit Obligations), shall continue.

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

Assignments; Participations. (a) Any Each Lender maymay assign all or, with if less than all, a portion equal to at least $5,000,000 in the written consent aggregate for the assigning Lender, of (i) the Agent, (ii) the Swingline Lender such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees (provided that (x) no such Borrower consent shall be required but not including for this purpose any assignments in connection with any assignment to an existing Lender, an Affiliate the form of a Lenderparticipation), or an Approved Fund each of which assignees shall become a party to this Agreement as a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days by execution of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance; provided, along with an Administrative Questionnaire and that, (i) if such Eligible Transferee is not a bank, Agent shall receive a representation in writing by such Eligible Transferee that no part of its acquisition of its Loans is made out of assets of any know-your-customer documentation; employee benefit plan, (ii) such transfer or assignment will not be effective until recorded by Agent on the Register and (Ciii) the assignor Lender or Assignee Agent shall pay to the Agent have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,500; provided5,000. As used in this Section, further, that the Agent may elect term “employee benefit plan” shall have the meaning assigned to waive such processing fee it in its sole discretionTitle I of ERISA and shall also include a “plan” as defined in Section 4975(e)(1) of the Code. (b) From Agent shall maintain a register of the names and after addresses of Lenders, their Commitments and the date that principal amount of their Loans (the “Register”). Agent has received an executed shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, the absent manifest error, and Borrowers, Obligors, Agent has received payment of the above-referenced processing fee and the Agent has Lenders may treat each Person whose name is recorded such assignment in the Register as provided a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in Section 13.20 hereineach Assignment and Acceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under the Loan Documents, hereunder and thereunder and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, any Obligor or any of their Subsidiaries or the performance or observance by any Borrower or any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Obligors and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Obligor hereunder shall be determined as if such Lender had not sold such participation, and (iv) if such Participant is not a bank, represent that no part of its acquisition of its participation is made out of assets of any employee benefit plan. As used in this Section, the term “employee benefit plan” shall have the meaning assigned to it in Title I of ERISA and shall also include a “plan” as defined in Section 4975(e)(l) of the Code. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.7 in whatever manner necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness and accuracy of all descriptions of Borrowers and their affairs provided, prepared or reviewed by any Borrower that are contained in any selling materials prepared for potential Lenders in connection with the initial syndication of the Loans and all other information provided by it and included in such materials.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of (i) the Agent, (ii) assign all or, if less than all, a portion equal to at least $10,000,000 in the Swingline Lender aggregate for the assigning Lender, of such rights and the Letter of Credit Issuers, and (iii) so long as no Event of Default obligations under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate this Agreement to one or more Eligible Assignees Transferees or Approved Funds (provided that but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, such transfer or assignment will not be effective until: (i) it is recorded by Agent on the Register; and (ii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the consent of Borrowers or Agent shall not be required, the minimum assignment amount shall not be applicable, an Assignment and Acceptance shall not be required to be delivered to, accepted by or recorded by Agent on the Register in order to be effective, valid, binding and enforceable and payments of the processing fee shall not be required if (x) no such Borrower consent shall be required assignment is in connection with any assignment to an existing Lendermerger, an Affiliate of a Lenderconsolidation, sale, transfer, or an Approved Fund other disposition of all or any substantial portion of the business or loan portfolio of a Lender and or (y) such Borrower consent shall be deemed assignment is made by Existing Term Loan Lender with regard to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, all or any ratable part portion of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)its Existing Term Loan Commitment; provided, however, that (A) Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until such time as written notice of such assignment, together with payment instructions, addresses and related information with respect to assignment shall have been delivered by the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor assigning Lender or Assignee shall pay the assignee to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionAgent. (b) From Agent, acting for this purpose only as agent of Borrowers, shall maintain a register of the names and addresses of Lenders, their Total Commitments and the principal amount of their Loans (the “Register”); provided, that, in the case of an assignment or delegation covered by Section 14.7(a) hereof, which is not reflected in the Register, the assigning Lender shall maintain a comparable register (the “Lender Register”) on behalf of Borrowers. Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register and Lender Register shall be conclusive and binding for all purposes, absent manifest error, and Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register or Lender Register as a Lender hereunder for all purposes of this Agreement. The Register and Lender Register shall be available for inspection by Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) If required under Section 14.7 hereof, upon such execution, delivery, acceptance and recording, and otherwise from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Accommodations) of a Lender under the Loan Documents, hereunder and thereunder and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery to each other of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower, any Guarantor or any of their respective Subsidiaries or the performance or observance by any Obligor Borrower or any Guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or any Guarantor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Total Commitment and the Loans owing to it and its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Total Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by Borrowers or any Guarantor hereunder (including any amounts payable under Sections 3.3 or 6.4(d) hereof) shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank. Borrowers hereby acknowledge that the Lenders and their Affiliates may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to the Lenders or their Affiliates or through the sale of the Loans or the issuance of direct or indirect interests in the Loans, which loans to the Lenders or their Affiliates or direct or indirect interests will be rated by ▇▇▇▇▇’▇, Standard & Poor’s or one or more other rating agencies (the “Rating Agencies”). Borrowers shall cooperate with the Lenders and their Affiliates to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Financing Agreements, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization, provided that (i) any such amendment or additional documentation does not impose material additional costs on the Borrowers and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of the Borrowers under the Financing Agreements or change or affect in a manner adverse to the Borrowers the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders in connection with the rating of the Loans or the Securitization, and (c) providing in connection with any rating of the Loans a certificate (i) agreeing to indemnify the Lenders and their Affiliates, any of the Rating Agencies, or any party providing credit support or otherwise participating in the Securitization (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Liabilities”) to which the Lenders, their Affiliates or such Securitization Parties may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Financing Agreement or in any writing delivered by or on behalf of any Borrower or Guarantor to the Lenders in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans and (ii) agreeing to reimburse the Lenders and their Affiliates for any legal or other expenses reasonably incurred by such Persons in connection with defending the Liabilities. (g) Borrowers shall assist Agent or any Lender permitted to sell assignments or participations under this Section 14.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and their affairs provided, prepared or reviewed by Borrowers that are contained in any selling materials and all other information provided by it and included in such materials.

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lenderall or a portion of its interests, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed Revolving Credit Loans at the time owing to by the Borrower it and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderNotes held by it); provided, however, that (Ai) written notice each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Lender that is subject to each such assignment (determined as of the date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in no event be less than $5,000,000 (the "Minimum Commitment"), (iii) in the case of a partial assignment, the amount of the Commitment that is retained by the assigning Lender (determined as of the date the Assignment and Transfer with respect to such assignment is delivered to the Agent) shall in no event be less than the Minimum Commitment, (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined) an Assignment and Transfer, together with payment instructionsany Note or Notes subject to such assignment and such assignee's commitment percentage of the Agent's syndication expenses, addresses (v) such assignment shall not, without the consent of each Borrower, require any Borrower to file a registration statement with the Securities and related information Exchange Commission or apply to or qualify the Revolving Credit Loans or the Notes under the blue sky laws of any state, (vi) the representation contained in Section 13.3 hereof shall be true with respect to the Assignee, shall be given to the Borrower any such proposed assignee and the Agent by such Lender and the Assignee; (Bvii) such Lender provides notice to each Borrower of the identity of the Eligible Assignee. Upon such execution, delivery, acceptance and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptancerecording, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From from and after the effective date that the Agent has received an executed specified in each Assignment and AcceptanceTransfer, which effective date shall be at least five (5) Business Days after the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinexecution thereof, (ix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate provided in Letters of Credit, have been assigned to it pursuant to such Assignment and AcceptanceTransfer, shall have the rights and obligations of a Lender under the Loan Documentshereunder, and (iiy) the Lender assignor Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to provided in such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cb) By executing and delivering an Assignment and AcceptanceTransfer, the Lender assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment the representation and Acceptancewarranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, such Lender assignor Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateralhereto; (ii) such Lender assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower or the performance or observance by any Obligor Borrower of any of its obligations under this Agreement or any other Loan Document instrument or document furnished pursuant hereto; (iii) such Assignee assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 6.1(m) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and AcceptanceTransfer; (iv) such Assignee assignee will, independently and without reliance upon the Agent, such Lender assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; and (vivii) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) The Agent shall maintain a copy of each Assignment and Transfer delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitment Percentage of, and principal amount of the Revolving Credit Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive, in the absence of manifest error, and each Borrower, the Agent and the Lenders may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Transfer executed by an assigning Lender and an Eligible Assignee together with any Note or Notes subject to such assignment and the written consent to such assignment, the Agent shall, if such Assignment and Transfer has been completed and is in the form of Exhibit D, (i) accept such Assignment and Transfer, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the Lenders and each Borrower, and (iv) promptly deliver a copy of such Assignment and Transfer to each Borrower. Within five (5) Business Days after receipt of notice, each Borrower shall execute and deliver to the Agent in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such Eligible Assignee in amounts equal to the Commitment Percentage assumed by such Eligible Assignee pursuant to such Assignment and Transfer and a new Note or Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Transfer and shall otherwise be in substantially the form of the assigned Notes delivered to the assignor Lender. Assignor Lenders shall cancel and return the old Note or Notes to the Borrowers' promptly after delivery of the new Note or Notes to the applicable Lenders. (e) Each Lender may, without the consent of any Borrower, sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its commitments hereunder and the Revolving Credit Loans owing to it and the Notes held by it); provided, however, that (i) each such participation shall be in an amount not less than the Minimum Commitment, (ii) such Lender's obligations under this Agreement (including, without limitation, its commitments hereunder) shall remain unchanged, (iii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iv) such Lender shall remain the holder of the Notes held by it for all purposes of this Agreement, (v) each Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement; provided, that such Lender may agree with any participant that such Lender will not, without such participant's consent, agree to or approve any waivers or amendments which would reduce the principal of or the interest rate on any Revolving Credit Loans, extend the term or increase the amount of the commitments of such participant, reduce the amount of any fees to which such participant is entitled, extend any scheduled payment date for principal or release Collateral securing the Revolving Credit Loans (other than Collateral disposed of pursuant to the terms of this Agreement or the Security Documents), and (vi) any such disposition shall not, without the consent of such Borrower, require such Borrower to file a registration statement with the Securities and Exchange Commission to apply to qualify the Revolving Credit Loans or the Notes under the blue sky law of any state. (f) Any Lender may, in connection with any assignment, proposed assignment, participation or proposed participation pursuant to this Section 13.2, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to each Borrower furnished to such Lender by or on behalf of such Borrower; provided that, prior to any such disclosure, each such-assignee, proposed assignee, participant or proposed participant shall agree with such Borrower or such Lender (which in the case of an agreement with only such Lender, such Borrower shall be recognized as a third party beneficiary thereof) to preserve the confidentiality of any confidential information relating to such Borrower received from such Lender. (g) Each Borrower shall assist any Lender permitted to sell assignments or participations under this Section 13.2 as reasonably required to enable the assigning or selling Lender to effect any such assignment or participation, including, without limitation, (i) prompt assistance in the preparation of an information memorandum and the verification of the completeness and accuracy of the information contained therein; (ii) preparation of offering materials and projections by such Borrower and its advisors; (iii) providing the Agent with all information reasonably deemed necessary by Agent to successfully complete the syndication, assignment or participation, including, without limitation, financial information, evaluations and projections; (iv) confirmation as to the accuracy and completeness of such offering materials, information and projections; (v) participation of such Borrower's senior management in meetings and conference calls with potential lenders at such times and places as Agent may reasonable request; and (vi) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested.

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of (i) the Agent, (ii) the Swingline Lender and the Letter Buyer. Buyer may assign or transfer to any bank or other financial institution that makes or invests in repurchase agreements or loans or any Affiliate of Credit Issuers, and (iii) so long as no Event of Default under Buyer all or any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments its rights under this Agreement and the other rights and obligations of such Lender hereunderProgram Documents, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) Buyer shall maintain, for review by Seller upon written notice request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the percentage or portion of such assignment, together with payment instructions, addresses rights and related information with respect obligations assigned. Seller shall continue to the Assignee, shall be given to the Borrower and the Agent take directions solely from Buyer unless otherwise notified by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee Buyer in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretionwriting. (b) From and after the date that the Agent has received an executed Assignment and AcceptanceBuyer may, the Agent has received payment in accordance with applicable law, at any time sell to one or more entities (“Participants”) participating interests in this Agreement, its agreement to purchase Loans, or any other interest of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations Buyer hereunder and under the other Loan Documents have been assigned Program Documents. In the event of any such sale by it pursuant Buyer of participating interests to such Assignment and Acceptancea Participant, relinquish its rights and be released from its Buyer’s obligations under this Agreement (to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof and Seller shall continue to deal solely and directly with Buyer in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lenderconnection with Buyer’s rights and obligations under this Agreement and the other Program Documents. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such assignor Lender Participant shall cease only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be a party heretoentitled to the benefits of Sections 3(h), 3(i), 23 and 25 with respect to its participation in the Loans and Purchased Items outstanding from time to time; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. (c) By executing Buyer may furnish any information concerning Seller or any of its Subsidiaries in the possession of Buyer from time to time to assignees and delivering an Assignment Participants (including prospective assignees and Acceptance, the assignor Lender thereunder Participants) only after notifying Seller in writing and the Assignee thereunder confirm to and agree with each other and the other parties securing signed confidentiality statements (a form of which is attached hereto as follows: Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (id) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility Seller agrees to cooperate with respect to any statements, warranties or representations made in or Buyer in connection with this Agreement or any other Loan Document or the executionsuch assignment and/or participation, legalityto execute and deliver replacement notes, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lenderrestatements of, and based on such documents amendments, supplements and information as it shall deem appropriate at the timeother modifications to, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated and the other Program Documents in order to the Agent give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by the terms hereof, together with such powers, including the discretionary rights Buyer to Seller copies of all reports and incidental powerscertificates to be delivered by Seller to Buyer hereunder, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required when delivered to be performed by it as a LenderBuyer.

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

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

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

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

Assignments; Participations. (a) Any Lender Purchaser may, with the --------------------------- advance written consent of (i) the Agent, (ii) Transferor at all times other than during the Swingline Lender and the Letter existence of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each casea Termination Event, which consents consent of the Transferor shall not be unreasonably withheld or delayed)withheld, and the Agent, at any time assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent of the Transferor or the Agent shall be required in connection with any assignment and delegation by a Purchaser to an existing Lender, Eligible Assignee that is an Affiliate of a Lender, or an Approved Fund of a Lender and (ysuch Purchaser) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments Purchased Interest and -------- the other rights and obligations of such Lender Purchaser hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 10,000,000 and such Purchaser shall concurrently therewith assign a ratable portion in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender)Mattel Credit Agreement; provided, however, that the -------- ------- Transferor and the Agent may continue to deal solely and directly with such Purchaser in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Transferor and the Agent by such Lender Purchaser and the Assignee; (Bii) such Lender Purchaser and its Assignee shall deliver have delivered to the Borrower Transferor and the Agent an Assignment and Acceptance, along executed assignment together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender Purchaser or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (b) From and after the date that the Agent notifies the assignor Purchaser that it has received (and provided its consent with respect to) an executed Assignment assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptanceassignment, shall have the rights and obligations of a Lender Purchaser under the Loan Documentsthis Agreement, and (ii) the assignor Lender Purchaser shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations hereunder. (c) Upon advance written notice to the Transferor, each Purchaser shall have the right at any-time to sell or otherwise transfer participations in all or any part of their pro rata portion of the Purchased Interest, to one or more Affiliates of such Purchaser or to one or more commercial banks, merchant banks, savings and loan associations or any other institution (a "Participant"); ----------- provided that such Purchaser shall concurrently with any sale of a participation -------- herein sell a ratable participation under this the Credit Agreement (and thereafter cause any such participation herein to remain ratable with such participation under the Credit Agreement. The Transferor hereby acknowledges and agrees that any such disposition will give rise to a direct obligation of the Transferor to the Participant and the Participant shall be entitled to the benefit of Section ------- 9.10 as if it were a "Purchaser"; provided further, that in the case of an Assignment a ---- -------- ------- participation, (i) the Purchaser's obligations under this Agreement shall remain unchanged, (ii) the Purchaser shall remain solely responsible for the performance of such obligations, (iii) the Transferor and Acceptance covering all or the remaining portion of an assignor Lender’s Agent shall continue to deal solely and directly with the Purchaser in connection with the Purchaser's rights and obligations under this Agreement, such assignor Lender and (iv) no Purchaser shall cease transfer or grant any participating interest under which the Participant shall have rights to be a party hereto). (c) By executing and delivering an Assignment and Acceptanceapprove any amendment to, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation or warranty and assumes no responsibility any consent or waiver with respect to any statements, warranties or representations made in or in connection with this Agreement except to the extent such amendment, consent or waiver would require unanimous consent. In the case of any such participation, the Participant shall not have any rights under this Agreement, or any other Loan Document or documents related hereto, and all amounts payable by the executionTransferor hereunder shall be determined as if such Purchaser had not sold such participation, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations except that if amounts outstanding under this Agreement are due and unpaid, or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents shall have been declared or shall have become due and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance payable upon the Agentoccurrence of a Termination Event, such assignor Lender or any other Lender, and based on such documents and information each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action as a Purchaser under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under may at any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), time assign and delegate to one or more Eligible Assignees Persons (any such Person, an “Assignee”) all or any portion of such ▇▇▇▇▇▇'s Loans and Commitments, with the prior written consent of Administrative Agent. Except as Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender (provided that (x) no such Borrower consent shall be required in connection with any an assignment to an existing a Lender, an Affiliate of a Lender, Lender or an Approved Fund of a Lender shall not be subject to the foregoing minimum assignment limitations). Borrower and (y) such Borrower consent Administrative Agent shall be deemed entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have been given if received and accepted an effective Assignment Agreement executed, delivered and fully completed by the Borrower has not responded within ten applicable parties thereto and a processing fee of $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to Borrower, any Guarantor, any other Obligor or any other Person that owns, directly or indirectly, five percent (105%) Business Days or more of receipt any class of a written request for consent (each an “Assignee”) allequity in Borrower, or any ratable part Affiliate of allany such Person or any Affiliate of Borrower or any Guarantor or other Obligor, any holder of any Indebtedness that is secured by liens that have been contractually subordinated to the liens securing the Obligations or any Affiliate of any of the Loansforegoing Persons without the prior written consent of Administrative Agent, the Commitments and the other rights and obligations of such Lender hereunderwhich consent may be withheld in Administrative Agent's sole discretion and, in a minimum amount of $5,000,000any event, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 if granted, may be assigned if agreed to by the Borrower conditioned on such terms and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount conditions as Administrative Agent shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Loans and Commitments which may be held by such Person and/or its Affiliates and/or limitations on such Person's and/or its Affiliates' voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 10.11(a) shall be treated as the sale of a participation under Section 10.11(d). (b) From and after the date that on which the Agent has received an executed Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinconditions described above have been met, (i) the such Assignee thereunder shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it such Assignee pursuant to such Assignment and AcceptanceAgreement, shall have the rights and obligations of a Lender under the Loan Documents, hereunder and (ii) the assignor Lender shallassigning Lender, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAgreement, relinquish its rights and shall be released from its rights (other than its indemnification rights) and obligations under this Agreement hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Administrative Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the case principal amount of an Assignment and Acceptance covering all or the remaining portion Assignee's Loans Pro Rata Share of an assignor the Commitment plus the principal amount of the Assignee's Loans (and, as applicable, a Note in the principal amount of the Pro Rata Share of the Commitment retained by the assigning Lender plus the principal amount of the Loans retained by the assigning Lender’s rights and obligations under this Agreement). Each such Note shall be dated the effective date of such assignment. Upon receipt by Administrative Agent of such Note(s), such assignor the assigning Lender shall cease return to be a party hereto)Borrower any prior Note held by it. (c) By executing Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and delivering an Assignment and Acceptancethis Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (d) Any Lender may at any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person, a “Participant”). In the assignor event of a sale by a Lender thereunder and the Assignee thereunder confirm of a participating interest to and agree with each other and the other parties hereto as follows: a Participant, (i) other than such ▇▇▇▇▇▇'s obligations hereunder shall remain unchanged for all purposes, (ii) Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such ▇▇▇▇▇▇'s rights and obligations hereunder, (iii) all amounts payable by Borrower shall be determined as provided if such Lender had not sold such participation and shall be paid directly to such Lender and (iv) each Lender granting a participation hereunder shall maintain, as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, a register (the “Participation Register”) as to the participations granted and transferred under this Section 10.11(d) containing the same information specified in Section 10.11(e) on the Register as if the each participant were a Lender, and no participation may be transferred except as recorded in such Assignment and Acceptance, such assignor Lender makes no representation Participation Register. No Participant shall have any direct or warranty and assumes no responsibility indirect voting rights hereunder except with respect to any statementsevent described in Section 10.11(a) expressly requiring the unanimous vote of all Lenders or, warranties as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such ▇▇▇▇▇▇ enters into with any Participant. Notwithstanding anything herein to the contrary, no participation may be sold to any Person who or representations made which would be prohibited from becoming an Assignee under Section 10.11(a) without the prior written consent of Administrative Agent, which consent may be withheld in Administrative Agent's sole discretion and, in any event, if granted, may be conditioned on such terms and conditions as Administrative Agent shall require in its sole discretion, including, without limitation, a limitation on the aggregate amount of Loans and Commitments which may be participated such Person and/or its Affiliates and/or limitations on such Person's and/or its Affiliates' voting and consent rights and/or rights to attend Lender meetings or in connection with obtain information provided to other Lenders. Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the obligation of each Participant to share with the Lenders, and the Lenders agree to share with each Participant, as provided in Section 3.6. ▇▇▇▇▇▇▇▇ also agrees that each Participant shall be entitled to the benefits of Section 3.9 and 3.10 as if it were a Lender (provided that on the date of the participation no Participant shall be entitled to any other greater compensation pursuant Section 3.9 or 3.10 than would have been paid to the participating Lender on such date if no participation had been sold and that each Participant complies with Section 3.9 as if it were a Lender). (e) Administrative Agent shall maintain as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitment of each Lender and principal and stated interest of each Loan Document owing to each Lender from time to time and whether such Lender is the original Lender or the executionAssignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and registered in the Register. All records of transfer of a ▇▇▇▇▇▇'s interest in the Register shall be conclusive, legalityabsent manifest error, validity, enforceability, genuineness, sufficiency or value as to the ownership of this Agreement or the interests in the Loans. Administrative Agent shall not incur any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority liability of any Lien granted by any Obligor kind with respect to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition maintenance of the Register. This Section shall be construed so that the Loans are at all times maintained in “registered form” for the purposes of the Internal Revenue Code and any related regulations (and any successor provisions). (f) A Lender may furnish any information concerning Borrower, any other Obligor or the performance or observance by any Obligor of any of its obligations their respective Affiliates in the possession of such Lender from time to time to Assignees and Participants (including prospective Assignees and Participants) subject to compliance with Section 11.7. (g) Each ▇▇▇▇▇▇ agrees that, without the prior written consent of ▇▇▇▇▇▇▇▇ and Administrative Agent, it will not make any assignment hereunder in any manner or under this Agreement any circumstances that would require registration or qualification of, or filings in respect of, any Loan or Note under the Securities Act or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy securities laws of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender United States of America or of any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lenderjurisdiction.

Assignments; Participations. (a) Any Each Lender maymay assign to one or --------------------------- more other Eligible Assignees (each, with an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of Credit); provided, -------- however, that (i) any such assignment (other than an assignment to a Lender or ------- an Affiliate of a Lender) shall not be made without the prior written consent of (i) the Administrative Agent, (ii) the Swingline Issuing Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each caseto be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consents shall not be unreasonably withheld or delayed)withheld, assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower the Borrower's -------- consent shall not be required in connection with any the event a Default or Event of Default shall have occurred and be continuing, (ii) each such assignment by a Lender shall be made in such manner so that the same portion of its Commitment, Loans, Note or Notes and other interests is assigned to the relevant Assignee, (iii) except in the case of an assignment to an existing Lender, a Lender or an Affiliate of a Lender, or no such assignment shall be in an Approved Fund aggregate principal amount (determined as of a Lender the date of the Assignment and Acceptance with respect to such assignment) less than (y) in the case of Revolving Loans, $5,000,000, determined by combining the amount of the assigning Lender's outstanding Revolving Loans, L/C Exposure and Unutilized Commitment being assigned pursuant to such Borrower consent shall be deemed to have been given assignment (or, if less, the Borrower has not responded within ten (10) Business Days entire Commitment of receipt of a written request for consent (each an “Assignee”) allthe assigning Lender), or any ratable part (z) in the case of all, of the Swingline Loans, the Commitments entire Swingline Commitment and the other rights full amount of the outstanding Swingline Loans, (iv) unless the assigning Lender ceases to be a Lender, the aggregate amount of the Loans owing to and obligations unused Commitments of such Lender hereunder, in a minimum amount of after giving effect to such assignment shall not be less than $5,000,000, or an integral multiple of $1,000,000 in excess thereof and (provided that an amount less than v) the minimum amount of $5,000,000 may be assigned if agreed parties to by the Borrower each such assignment will execute and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,000 to the Administrative Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Administrative Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing . The terms and delivering an provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and agree with each other for the benefit of the Administrative Agent and the other parties hereto as follows: if set forth at length herein. (b) The Administrative Agent will maintain at its address for notices referred to herein a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and counterexecuted by the Borrower (if required) and the Issuing Lender, together with the Note or Notes subject to such assignment and the processing fee referred to in subsection (a) above, the Administrative Agent will (i) other than as provided in accept such Assignment and Acceptance, (ii) on the effective date thereof, record the information contained therein in the Register and (iii) give notice thereof to the Borrower and the Lenders. Within five (5) Business Days after its receipt of such assignor notice, the Borrower, at its own expense, will execute and deliver to the Administrative Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of the Assignee (and, if the assigning Lender makes has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the applicable provisions of SECTION 2.4 as necessary to reflect, after giving effect to the assignment, the Commitment of the Assignee and (to the extent of any retained interests) the assigning Lender, dated the date of the replaced Note or Notes and otherwise in substantially the form of EXHIBITS B-1 and B-2, as applicable. The Administrative Agent will return cancelled Notes to the Borrower. (d) Each Lender may, without the consent of the Borrower, the Administrative Agent or any other Lender, sell to one or more other Persons (each, a "Participant") participations in any portion comprising less than all of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of Credit); provided, -------- however, that (i) such Lender's obligations under this Agreement shall remain ------- unchanged and such Lender shall remain solely responsible for the performance of such obligations, (ii) no representation Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and no Lender shall permit any Participant to have any voting rights or warranty and assumes no responsibility any right to control the vote of such Lender with respect to any statementsamendment, warranties modification, waiver, consent or representations made in other action hereunder or in connection with this Agreement under any other Credit Document (except as to actions that would (x) reduce or forgive the principal amount of any Loan, reduce the rate of or forgive any interest thereon, or reduce or forgive any fees or other Obligations, (y) extend the Maturity Date or any other Loan Document date fixed for the payment of any principal of or the executioninterest on any Loan, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement any fees or any other Loan Document furnished pursuant hereto or the attachment, perfectionObligations, or priority (z) increase or extend any Commitment of any Lien granted by Lender), and (iv) no Participant shall have any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any of the other Loan Document Credit Documents, each Participant's rights against the granting Lender in respect of any participation to be those set forth in the participation agreement, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not granted such participation. Notwithstanding the foregoing, each Participant shall have the rights of a Lender for purposes of SECTIONS 2.16(a), 2.16(b), 2.17, 2.18 and 9.3, and shall be entitled to the benefits thereto, to the extent that the Lender granting such participation would be entitled to such benefits if the participation had not been made, provided that -------- no Participant shall be entitled to receive any greater amount pursuant to any of such Sections than the Lender granting such participation would have been entitled to receive in respect of the amount of the participation made by such Lender to such Participant had such participation not been made. (e) Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, however, that no such pledge or assignment shall -------- ------- release a Lender from any of its obligations hereunder. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to Parent and its Subsidiaries furnished pursuant to it by or on behalf of any other party hereto; (iii) , provided that such Assignee confirms that it has received a copy of this Agreement, together with or Participant or proposed -------- Assignee or Participant agrees in writing to keep such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLenders under SECTION 11.13.

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

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the LoansRevolving Loans and risk participations in Letters of Credit, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that that, unless an amount less than the assignor Lender has assigned and delegated all of its Revolving Loans and risk participations in Letters of Credit and Commitments, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender5,000,000); provided, however, that the Borrowers and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower Borrowers (or ATI on behalf of the Borrowers) and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance, along ”) together with an Administrative Questionnaire and any know-your-customer documentation; note or notes subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that . Each Borrower agrees to promptly execute and deliver promissory notes and replacement promissory notes as reasonably requested by the Agent may elect or any Lender to waive such processing fee evidence assignments of the Revolving Loans and risk participations in Letters of Credit and Commitments in accordance herewith. The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at one of its sole discretionoffices in the United States a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor assigning Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor assigning Lender makes no representation or warranty and assumes no ___________ responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor U.S. Borrower to the Agent or any Lender in the applicable Collateral; (ii) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower or the performance or observance by any Obligor Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powerspower, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

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

Assignments; Participations. (a) Any Each Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), may assign and delegate to one or more Eligible Assignees banks or other entities (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lendereach, an Affiliate "Assignee") all or a portion of a Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement (including, without limitation, all or a portion of such Lender hereunderits Commitment, in a minimum amount of $5,000,000the outstanding Loans made by it, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, Note or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a LenderNotes held by it); provided, however, that (Ai) any such assignment (other than an assignment to a Lender or an Affiliate of a Lender or an Approved Fund) shall not be made without the prior written notice consent of the Administrative Agent and the Borrower (to be evidenced by their counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld (provided that the Borrower's consent shall not be required in the event a Default or Event of Default shall have occurred and be continuing), (ii) each such assignment, together with payment instructions, addresses and related information with respect to the Assignee, assignment shall be given to of a uniform, and not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iii) unless otherwise waived by the Borrower and the Agent Administrative Agent, except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, no such assignment shall be in an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, determined by combining the amount of the assigning Lender's outstanding Loans and Unutilized Commitment being assigned pursuant to such Lender assignment (or, if less, the entire Commitment and Loans of the Assigneeassigning Lender); and (Biv) the parties to each such Lender assignment will execute and its Assignee shall deliver to the Borrower Administrative Agent, for its acceptance and recording in the Agent Register, an Assignment and Acceptance, along together with an Administrative Questionnaire any Note or Notes subject to such assignment, and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall will pay a nonrefundable processing fee of $3,500 for each 62 assignment to the Administrative Agent a processing fee in for its own account. Upon such execution, delivery, acceptance and recording of the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least five (5) Business Days after the execution thereof (unless the Administrative Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have (in addition to any rights and obligations theretofore held by it) the rights and obligations of a the assigning Lender under the Loan Documents, hereunder with respect thereto and (iiB) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than rights under the provisions of this Agreement and the other Credit Documents relating to indemnification or payment of fees, costs and expenses, to the extent such rights relate to the time prior to the effective date of such Assignment and Acceptance) and be released from its obligations under this Agreement (and and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor such assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto, except that such assigning Lender shall continue to be entitled to the protections of SECTIONS 2.16(A). (c) By executing , 2.16(B), 2.17, 10.1, and delivering an 10.2 for matters arising during the periods while it was a Lender hereunder). The terms and provisions of each Assignment and AcceptanceAcceptance shall, upon the assignor Lender thereunder effectiveness thereof, be incorporated into and made a part of this Agreement, and the Assignee thereunder confirm covenants, agreements and obligations of each Lender set forth therein shall be deemed made to and agree with each other for the benefit of the Administrative Agent and the other parties hereto as follows: if set forth at length herein. (b) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, will maintain at its address for notices referred to in SECTION 10.5 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee and, if required, counterexecuted by the Borrower, together with the Note or Notes subject to such assignment and the processing fee referred to in subsection (A) above, the Administrative Agent will (i) other than as provided in accept such Assignment and Acceptance, (ii) on or as of the effective date thereof, record the information contained therein in the Register and (iii) give notice thereof to the Borrower and the Lenders. If requested by or on behalf of the Assignee, the Borrower, at its own expense, will execute and deliver to the Administrative Agent, a new Note or Notes to the order of the Assignee (and, if the assigning Lender has retained any portion of its rights and obligations hereunder, to the order of the assigning Lender), prepared in accordance with the applicable provisions of SECTION 2.4 as necessary to reflect, after giving effect to the assignment, the Commitments and/or outstanding Loans, as the case may be, of the Assignee and (to the extent of any retained interests) the assigning Lender, in substantially the form of EXHIBIT A. The Administrative Agent will return canceled Notes to the Borrower. At the time of each assignment pursuant to this SECTION 10.7 to a Person that is a Non-U.S. Lender and is not already a Lender hereunder, the assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service forms described in SECTION 2.17. (d) Each Lender may, without the consent of the Borrower, the Administrative Agent or any other Lender, sell to one or more other Persons (each, a "Participant") participations in all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the outstanding Loans made by it, and the Note or Notes held by it); provided, however, that (i) such assignor Lender's obligations under this Agreement shall remain unchanged and such Lender makes shall remain solely responsible for the performance of such obligations, (ii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and no representation Lender shall permit any Participant to have any voting rights or warranty and assumes no responsibility any right to control the vote of such Lender with respect to any statementsamendment, warranties modification, waiver, consent or representations made in other action hereunder or in connection with this Agreement or under any other Loan Credit Document (except as to actions described in SECTION 10.6(A) and clause (i) of SECTION 10.6(B) that affect such Participant or the executionLender selling the participation), legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or and (iii) no Participant shall have any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations rights under this Agreement or any of the other Loan Document Credit Documents, each Participant's rights against the granting Lender in respect of any participation to be those set forth in the participation agreement, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not granted such participation. Notwithstanding the foregoing, each Participant shall have the rights of a Lender for purposes of SECTIONS 2.16(A), 2.16(B), 2.17, 2.18 and 8.3, and shall be entitled to the benefits thereto, to the extent that the Lender granting such participation would be entitled to such benefits if the participation had not been made; provided that no Participant shall be entitled to receive any greater amount pursuant to any of such Sections than the Lender granting such participation would have been entitled to receive in respect of the amount of the participation made by such Lender to such Participant had such participation not been made. (e) Nothing in this Agreement shall be construed to prohibit any Lender from pledging or assigning all or any portion of its rights and interest hereunder or under any Note to any Federal Reserve Bank as security for borrowings therefrom; provided, however, that no such pledge or assignment shall release a Lender from any of its obligations hereunder. (f) Any Lender or Participant may, in connection with any assignment or participation, pledge or proposed assignment, pledge or participation pursuant to this Section, disclose to the Assignee, Participant or pledgee or proposed Assignee, Participant or pledgee any information relating to the Borrower and its Subsidiaries furnished pursuant to it by or on behalf of any other party hereto; (iii) provided that such Assignee confirms that it has received a copy of this AgreementAssignee, together with Participant or pledgee or proposed Assignee, Participant or pledgee agrees in writing to keep such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated confidential to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all same extent required of the obligations which by the terms of this Agreement are required to be performed by it as a LenderLenders under SECTION 10.13.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of (i) the Agent, (ii) the Swingline Lender Agent and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Administrative Borrower (in each case, which consents consent of Administrative Borrower shall not be unreasonably withheld withheld, conditioned or delayed), assign all or, if less than all, a portion equal to at least $5,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (xi) no such the prior written consent of Administrative Borrower consent shall not be required at any time a Default or Event of Default shall exist or have occurred and be continuing, or in connection with any the case of a transfer or assignment to an existing Lender, to any Affiliate or Approved Fund of an Affiliate existing Lender or a transfer or assignment upon the merger, consolidation, sale or transfer or other disposition of the business of a Lender, (ii) such transfer or assignment will not be effective until recorded by Agent on the Register and (iii) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000, other than for assignments to Affiliates or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a assigning Lender); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent has received an executed specified in each Assignment and Acceptance, the Agent has received payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 herein, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letter of Credit Obligations) of a Lender under hereunder and thereunder and the Loan Documents, and (ii) the assignor assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assignor Lender thereunder and the Assignee assignee thereunder confirm to and agree with each other and the other parties hereto as follows: : (i) other than as provided in such Assignment and Acceptance, such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Loan Document Financing Agreements or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Document Financing Agreements furnished pursuant hereto or the attachmenthereto, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor Borrower, Guarantor or any of their Subsidiaries or the performance or observance by any Obligor Borrower or Guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant heretothe Obligations; (iii) such Assignee assignee confirms that it has received a copy of this AgreementAgreement and the other Financing Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; , (iv) such Assignee assignee will, independently and without reliance upon the Agent, such assignor Lender or any other assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; Agreement and the other Financing Agreements, (v) such Assignee assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to the Agent by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; , and (vi) such Assignee assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, all or a portion of its Commitments and the Loans owing to it and its participation in the Letter of Credit Obligations, without the consent of Agent or the other Lenders); provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Guarantor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lenders from such Federal Reserve Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) During the period from the date hereof until the date six months thereafter, Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.7 in a manner that is consistent with general market practice for similar syndicated credit facilities in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of copies of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials. (h) Any Lender that is an Issuing Bank may at any time assign all of its Commitments pursuant to this Section 13.7. If such Issuing Bank ceases to be Lender, it may, at its option, resign as Issuing Bank and such Issuing Bank’s obligations to issue Letters of Credit shall terminate but it shall retain all of the rights and obligations of Issuing Bank hereunder with respect to Letters of Credit outstanding as of the effective date of its resignation and all Letter of Credit Obligations with respect thereto (including the right to require Lenders to make Revolving Loans or fund risk participations in outstanding Letter of Credit Obligations), shall continue.

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

Assignments; Participations. (a) Any Without obtaining any consent of any of the Loan Parties, Lender (and any subsequent assignee of Lender) may (i) transfer and assign all or any of its rights or delegate any or all of its duties under this Agreement and/or the other Loan Documents, or (ii) grant participations in the Advances to Participants in accordance with Section 10.4(b). Lender may, with the written without obtaining any consent of any of the Loan Parties, disclose to all prospective and actual assignees and Participants all financial, business and other information about the Loan Parties which ▇▇▇▇▇▇ may possess at any time. For the avoidance of doubt, Lender may, without obtaining any consent of any of the Loan Parties, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or DOCVARIABLE BABC_DocID4891-7708-7367.4 assignment shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto. (b) Lender may at any time, without the consent of, or notice to, Borrower, sell to one or more Persons participating interests in its Advances, commitments or other interests hereunder (any such Person, a "Participant"). In the event of a sale by Lender of a participating interest to a Participant, (i) the Agent▇▇▇▇▇▇'s obligations hereunder shall remain unchanged for all purposes, (ii) the Swingline Borrower shall continue to deal solely and directly with Lender in connection with ▇▇▇▇▇▇'s rights and the Letter of Credit Issuersobligations hereunder, and (iii) so long all amounts payable by Borrower shall be determined as no Event of Default under any if Lender had not sold such participation and shall be paid directly to Lender, provided, however, notwithstanding the foregoing, Borrower hereby agrees that each Participant shall be entitled to the benefits of Section 10.1(a2.6(f); provided, (e)further, (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents a Participant shall not be unreasonably withheld or delayedentitled to receive any greater payment under Section 2.6(f), assign and delegate with respect to one any participation, than Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in Law, regulation ruling, treaty or more Eligible Assignees (provided that (x) no such Borrower consent shall be required in connection with any assignment to an existing Lender, an Affiliate other action or doctrine of a LenderGovernmental Authority that occurs after the date the Participant acquired the applicable participation. ▇▇▇▇▇▇▇▇ agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), or an Approved Fund of a Lender and (y) such Borrower consent each Participant shall be deemed to have been given the right of set-off in respect of its participating interest in amounts owing under this Agreement and with respect to any letter of credit to the same extent as if the Borrower has not responded within ten (10) Business Days amount of receipt its participating interest were owing directly to it as Lender under this Agreement. If Lender sells a participation to a Participant as provided under this Section 10.4(b), it shall, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, maintain a written request for consent (register on which it enters the name and address of each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments Participant and the principal amounts (and stated interest) of each Participant's interest in the Advances or other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000, or an integral multiple of $1,000,000 in excess thereof under the Loan Documents (provided that an amount less than the minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender"Participant Register"); provided, however, that (A) written notice of such assignment, together with payment instructions, addresses and related information with respect Lender shall not have any obligation to the Assignee, shall be given to the Borrower and the Agent by such Lender and the Assignee; (B) such Lender and its Assignee shall deliver to the Borrower and the Agent an Assignment and Acceptance, along with an Administrative Questionnaire and disclose all or any know-your-customer documentation; and (C) the assignor Lender or Assignee shall pay to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent has received an executed Assignment and Acceptance, the Agent has received payment portion of the above-referenced processing fee and Participant Register (including the Agent has recorded such assignment identity of any Participant or any information relating to a Participant's interest in the Register as provided in Section 13.20 hereinany commitments, (iloans, letters of credit or its other obligations under any Loan Document) the Assignee thereunder shall be a party hereto and, to any Person except to the extent that rights such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive and obligationsbinding absent manifest error, includingand Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, but not limited to, the obligation to participate in Letters of Credit, have been assigned to it pursuant to such Assignment and Acceptance, ▇▇▇▇▇▇ shall have the rights and obligations of no responsibility for maintaining a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor Lender’s rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto)Participant Register. (c) By executing and delivering an Assignment and AcceptanceNone of the Loan Parties may assign, the assignor Lender thereunder and the Assignee thereunder confirm to and agree with each delegate or otherwise transfer any of their rights or other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assignor Lender makes no representation obligations hereunder or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or under any other Loan Document or without the execution, legality, validity, enforceability, genuineness, sufficiency or value prior written consent of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Obligor or the performance or observance by any Obligor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such Assignee will, independently and without reliance upon the Agent, such assignor Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender▇▇▇▇▇▇.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lender and the Letter of Credit Issuers, and (iii) so long as no Event of Default under any of Section 10.1(a), (e), (f) or (g) has occurred and is continuing, the Borrower (in each case, which consents shall not be unreasonably withheld or delayed), assign and delegate to one or more Eligible Assignees assignees (provided that (x) no such Borrower written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an existing Lender, an Affiliate of a such Lender, or an Approved Fund of a Lender and (y) such Borrower consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a written request for consent (each an “"Assignee”") all, or any ratable part of all, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,00010,000,000 or if less the entire amount of such Lender's Commitment and Loans (provided, or that unless an integral multiple assignor Lender has assigned and delegated all of $1,000,000 its Commitment and Loans, no such assignment and/or delegation shall be permitted unless, after giving effect to such assignment and/or delegation, such assignor Lender retains a Commitment in excess thereof (provided that an amount less than the a minimum amount of $5,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender10,000,000); provided, however, that the Borrower, Parent and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (Ai) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall be have been given to the 123 Borrower (on behalf of the Borrower and Parent) and the Agent by such Lender and the Assignee; (Bii) such Lender and its Assignee shall deliver have delivered to the Borrower (on behalf of the Borrower and Parent) and the Agent an Assignment and Acceptance in substantially the form of Exhibit G ("Assignment and Acceptance"), along together with an Administrative Questionnaire and any know-your-customer documentation; the Term Loan Note subject to such assignment and (Ciii) the assignor Lender or Assignee shall pay has paid to the Agent a processing fee in the amount of $3,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion3,000. (ba) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance, the Agent has received Acceptance and payment of the above-referenced processing fee and the Agent has recorded such assignment in the Register as provided in Section 13.20 hereinfee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations, including, but not limited to, the obligation to participate in Letters of Credit, Credit and Credit Support have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assignor assigning Lender’s 's rights and obligations under this Agreement, such assignor Lender shall cease to be a party hereto). (cb) By executing and delivering an Assignment and Acceptance, the assignor assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i1) other than as provided in such Assignment and Acceptance, such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by any Obligor to the Agent or any Lender in the applicable Collateralhereto; (ii2) such assignor assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, Parent or any Obligor of its other Subsidiaries or the performance or observance by the Borrower, Parent or any Obligor of its other Subsidiaries of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv4) such Assignee will, independently and without reliance upon the Agent, such assignor assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v5) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers, including the discretionary rights and incidental powers, powers as are reasonably incidental thereto; and (vi6) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (c) Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a "Participant") participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower, Parent and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (e) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR ss. 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.