Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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, with the written consent of (i) the Agent 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 consent consents shall not be unreasonably withheldwithheld 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 Lender, or an Approved Fund of a Lender and (y) such LenderBorrower 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 5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that, unless that an 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 amount less than the minimum amount of $5,000,0005,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment Acceptance, along with an Administrative Questionnaire and Acceptance”) together with any note or notes subject to such assignment know-your-customer documentation; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and Acceptance, the Agent has received payment of the above-referenced processing feefee 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 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 assigning 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 assigning 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 assigning 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 the Borrower any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assigning assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 assigning 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 powerpowers, 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, Each Borrower may assign any of its rights or obligations hereunder or under the Note with the prior written consent of the Agent (Lender which consent shall not be unreasonably withheld), . The Lender may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent makes or invests in loans or any Affiliate of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Loan Documents. (b) From and after the date that the Agent notifies the assignor The Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feemay, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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, lenders or other Persons not Affiliates of the Borrower entities (a “Participant”"Participants") participating interests in any LoansAdvance, the Commitment Note, its commitment to make Advances, or any other interest of that the Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided. In the event of any such sale by the Lender of participating interests to a Participant, however, that (i) the originating Lender’s 's obligations under this Warehouse Agreement to the Borrowers shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of such obligations, (iii) the Borrower Note for all purposes under this Warehouse Agreement and the Agent other Loan Documents, and the Borrowers and the Lender shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Warehouse 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, . The Borrowers agree that if amounts outstanding under this Warehouse Agreement and the Note are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Warehouse Agreement and the Note 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 AgreementWarehouse Agreement or the Note; provided, that such 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 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 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. (fc) Notwithstanding any other provision in this Agreement, any The Lender may at furnish any time create a security interest in, or pledge, all information concerning the Borrowers or any portion of its rights under Subsidiaries in the possession of such Lender from time to time to assignees and interest participants (including prospective assignees and participants) only after notifying the Borrowers in this Agreement writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit I) and only for the sole purpose of evaluating participations and for no other purpose. (d) The Borrowers agree to cooperate with the Lender in favor of connection with any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such Federal Reserve Bank may enforce restatements of, and amendments, supplements and other modifications to, this Warehouse Agreement and the other Loan Documents in order to give effect to such pledge or security interest in assignment and/or participation. Each Borrower further agrees to furnish to any manner permitted under applicable lawParticipant identified by the Lender to the Borrower copies of all reports and certificates to be delivered by such Borrower to the Lender hereunder, as and when delivered to the Lender.

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent of the Agent shall be required makes or invests in connection with repurchase agreements or loans or any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, Buyer all or any ratable part of all, of the Loans, the Commitments its rights and obligations under this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Program Documents. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeBuyer may, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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 entities (a “ParticipantParticipants”) participating interests in any this Agreement, its agreement to purchase Loans, the Commitment or any other interest of that Lender and the other interests of that Lender (the “originating Lender”) Buyer hereunder and under the other Loan Program Documents; provided. In the event of any such sale by Buyer of participating interests to a Participant, however, that (i) the originating LenderBuyer’s obligations under this Agreement to Seller shall remain unchanged, (ii) the originating Lender Buyer shall remain solely responsible for the performance of such obligations, (iii) the Borrower thereof and the Agent Seller shall continue to deal solely and directly with the originating Lender Buyer in connection with the originating LenderBuyer’s rights and obligations under this Agreement and the other Loan Program 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, . Seller agrees that if amounts outstanding under this Agreement are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of 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 Buyer under this Agreement; provided, that such 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 Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled 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. (fc) Notwithstanding Buyer may furnish any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all information concerning the Seller Parties or any portion of its rights under their Subsidiaries in the possession of Buyer from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in favor order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14all reports and certificates to be delivered by Seller to Buyer hereunder, as and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawwhen delivered to Buyer.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (in each case, which consent consents shall not be unreasonably withheld)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 no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (provided that, unless i) an 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 amount less than the minimum amount of $5,000,0005,000,000 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) 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 and/or a waiver of the Agent may continue Borrower’s Right of First Refusal shall be deemed to deal solely and directly with such Lender in connection with have been given if the interest so assigned to an Assignee until Borrower has not responded within ten (i10) 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 have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment Acceptance, along with an Administrative Questionnaire and Acceptance”) together with any note or notes subject to such assignment know-your-customer documentation; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500 unless the Agent elects to waive such processing fee in 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 notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, 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 obligations not in any other capacity), will not be entitled to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Agent, the Collateral Agent or any Lender or among Lenders to which 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 assigning Lender’s rights and obligations under this Agreement, such 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 assigning 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 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 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 the Borrower each Affiliated Lender agrees to execute and deliver to the Agent or any Lender in instrument reasonably requested by the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Agent or the performance or observance by Required Lenders to evidence the Borrower of any 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 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 power, 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 the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon satisfaction rights 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 Agent 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 Required Lenders 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 LendersSection 12.2(b), 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, with the written consent of (i) the Agent, (ii) the Swingline Lenders and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (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 5,000,000; provided that (provided that, unless an 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); 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 (iw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance 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 feefee and the Agent has recorded such assignment in the Register as provided in Section 13.21 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations 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 assigning 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 assigning 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 assigning 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 the Borrower any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assigning assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 assigning 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 powerpowers, 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(a12.2(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 Each Commitment allocated to each Assignee shall reduce such Commitments the applicable Commitment of the assigning assignor Lender pro tanto. (e) Any Lender may at any time 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 Affiliates of the Company or any Borrower (or any Affiliate thereof, in each case that is not a “Participant”) Disqualified Lender, participating interests in any Loans, the any Commitment of that Lender and the other interests of that Lender (the “originating Originating Lender”) hereunder and under the other Loan Documents; provided, however, provided that (i) the originating Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower applicable Borrowers and the Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating 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 (other than amendments, modifications D) and waivers requiring the approval of 100% of the LendersSection 12.1(a)(iv), and all amounts payable by the Borrower 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 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 the Agent (in each case, which consent consents shall not be unreasonably withheld)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 no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 5,000,000, or an integral multiple of $1,000,000 in excess thereof; provided, that (provided that, unless i) an 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 amount less than the minimum amount of $5,000,0005,000,000 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) 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 and/or a waiver of the Agent may continue Borrower’s Right of First Refusal shall be deemed to deal solely and directly with such Lender in connection with have been given if the interest so assigned to an Assignee until Borrower has not responded within ten (i10) 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 have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment Acceptance, along with an Administrative Questionnaire and Acceptance”) together with any note or notes subject to such assignment know-your-customer documentation; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500 unless the Agent elects to waive such processing fee in 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 notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, 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 obligations not in any other capacity), will not be entitled to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Agent, the Collateral Agent or any Lender or among Lenders to which 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 assigning Lender’s rights and obligations under this Agreement, such 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 assigning 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 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 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 the Borrower each Affiliated ▇▇▇▇▇▇ agrees to execute and deliver to the Agent or any Lender in instrument reasonably requested by the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Agent or the performance or observance by Required Lenders to evidence the Borrower of any 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 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 power, 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 the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon satisfaction rights 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 Agent 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 Required Lenders 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 LendersSection 12.2(b), 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, with the written consent of (i) the Agent 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 consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment to a then-existing Lender and delegation by (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a Lender to an Affiliate of such Lender) 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 5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that, unless that an 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 amount less than the minimum amount of $5,000,0005,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment ; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and Acceptance, the Agent has received payment of the above-referenced processing feefee 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 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 assigning 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 assigning 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 assigning 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 the Borrower any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assigning assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 assigning 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 powerpowers, 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, with the written consent of the Agent (which consent shall not be unreasonably withheld), ) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided thatand, unless an assignor if the remaining Commitment of such Lender has assigned and delegated all of its Loans and Commitmentswould be less than $5,000,000, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment in a minimum the entire amount of $5,000,000)such 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”") together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500, except in the case of an assignment and delegation 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 a duly executed Assignment and Acceptance and payment of the above-above- referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower any Loan Party to the Agent or any Lender in the Collateral; (ii2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Loan Parties or the performance or observance by the Borrower 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 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 power, 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 13.2(a)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 may, with the written consent of the Agent, at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates a Loan Party or an Affiliate of the Borrower 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 '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 's rights and obligations under this Agreement and the other Loan Documents, 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 amendmentsexcept to the extent that such amendment, modifications waiver or consent both directly affects the Participant and waivers requiring would (x) increase or extend the approval of 100% Commitment of the Lendersoriginating 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 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 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 the Agent and Borrower (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender) (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 (provided that, unless an 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 $5,000,00010,000,000); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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(a11.2(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) (other than amendmentsi), modifications (ii) and waivers requiring the approval of 100% of the Lenders(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 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, Sellers may assign any of their rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent of the Agent shall be required makes or invests in connection with repurchase agreements or loans or any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, Buyer all or any ratable part of all, of the Loans, the Commitments its rights and obligations under this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Program Documents. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeBuyer may, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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 entities (a “ParticipantParticipants”) participating interests in any this Agreement, its agreement to purchase Loans, the Commitment or any other interest of that Lender and the other interests of that Lender (the “originating Lender”) Buyer hereunder and under the other Loan Program Documents; provided. In the event of any such sale by Buyer of participating interests to a Participant, however, that (i) the originating LenderBuyer’s obligations under this Agreement to Sellers shall remain unchanged, (ii) the originating Lender Buyer shall remain solely responsible for the performance of such obligations, (iii) the Borrower thereof and the Agent Sellers shall continue to deal solely and directly with the originating Lender Buyer in connection with the originating LenderBuyer’s rights and obligations under this Agreement and the other Loan Program 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, . Sellers agree that if amounts outstanding under this Agreement are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of 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 Buyer under this Agreement; provided, that such 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 Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled 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. (fc) Notwithstanding Buyer may furnish any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all information concerning the Seller Parties or any portion of its rights under their Subsidiaries in the possession of Buyer from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying Sellers in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Sellers agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in favor order to give effect to such assignment and/or participation. Sellers further agrees to furnish to any Participant identified by Buyer to Seller copies of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14all reports and certificates to be delivered by Sellers to Buyer hereunder, as and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawwhen delivered to Buyer.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $10,000,000 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 no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning Borrower or any Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrower, Guarantor, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the Borrower or any Obligor 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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lenders from such Federal Reserve Bank may enforce Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or security interest 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 manner permitted under applicable lawselling materials and all other information provided by it and included in such materials.

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 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 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, and (iii) the prior written consent approval of Agent and the Agent (Administrative Borrower shall have been given, which consent approval by the Administrative Borrower shall not be unreasonably withheld), assign and delegate to one conditioned or more Eligible Assignees delayed; provided, that, (provided that no consent A) the approval of the Agent Administrative Borrower shall not be required at any time that an Event of Default shall exist or have occurred and be continuing, and (B) the approval of the Administrative Borrower shall not be required in connection with assignments to other Lenders, to any assignment and delegation by a Lender to an Affiliate of such a Lender) (each an “Assignee”) all, to any Approved Fund, or for any ratable part of allparticipation and in any event, prior to a successful syndication except if it is an 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 the Loans, institutions which the Commitments and the other rights and obligations of such Lender hereunder, Administrative Borrower has previously identified to Arrangers in a minimum amount of $5,000,000 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect writing prior to the Assignee, shall have been given date hereof as those to which the Administrative Borrower and does not want Arrangers to offer Commitments without the Agent by such Lender and consent of the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Administrative Borrower). (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, Guarantor or any of their Subsidiaries or the performance or observance by the any 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Loan Documents (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Obligations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, Guarantors, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any of the other Loan Document Documents (other than amendments, modifications and waivers requiring the approval Participant’s rights against such Lender in respect of 100% such participation to be those set forth in the agreement executed by such Lender in favor of the Lenders), Participant relating thereto) and all amounts payable by the any Borrower or Guarantor 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 Nothing in this Agreement, 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 create a security interest in, or pledge, assign all or any portion of its rights under 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 interest in this Agreement in favor such Issuing Bank’s obligations to issue Letters of any Federal Reserve Bank in accordance with Regulation A Credit shall terminate but it shall retain all of the FRB 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 U.S. Treasury Regulation 31 CFR §203.14fund risk participations in outstanding Letter of Credit Obligations), and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawshall continue.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent, (ii) the Swingline Lenders (other than the French Swingline Lender) and the Letter of Credit Issuers, and (iii) so long as no Event of Default pursuant to paragraph (a), (e), (f), (g) or (h) of Section 10.1 has occurred and is continuing, the Borrowers’ Agent (which consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that no such consent of the Agent shall be required in connection with any assignment and delegation by to an Approved Fund or to a Lender or to an Affiliate or branch of such a Lender) (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 (provided that, unless an 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); 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 (iw) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (iix) such Lender and its Assignee shall have delivered deliver to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in Acceptance; (y) the form of Exhibit F (“Assignment and Acceptance”) together with Assignee, if it shall not be a Lender, shall deliver to the Agent any note or notes subject to such assignment tax forms required by Section 5.1(f); and (iiiz) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance 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 feefee and the Agent has recorded such assignment in the Register as provided in Section 13.21 herein, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations 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 assigning 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 assigning 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 assigning 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 the Borrower any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assigning assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 assigning 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 powerpowers, 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(a12.2(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 Each Commitment allocated to each Assignee shall reduce such Commitments the applicable Commitment of the assigning 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 Borrowers (a “Participant”) ), in each case that is not a Disqualified Lender, participating interests in any Loans, the any Commitment of that Lender and the other interests of that Lender (the “originating Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower applicable Borrowers and the Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating 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 (other than amendments, modifications D) and waivers requiring the approval of 100% of the LendersSection 12.1(a)(iv), and all amounts payable by the Borrower 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 setoff in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Subject to paragraph (g) of this Section 12.2, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.1, 5.2 and 5.3 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (a) of this Section 12.2. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §§ 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) A Participant shall not be entitled to receive any greater payment under Section 5.1 or 5.3 than the Originating Lender would have been entitled to receive with respect to the participating interest sold to such Participant, unless the sale of the participating interest to such Participant is made with the applicable Borrowers’ prior written consent and the applicable Borrowers expressly waive the benefit of this provision at the time of such sale. A Participant that would be subject to the requirements of Section 5.1(f) if it were a Lender shall not be entitled to the benefits of Section 5.1 unless the applicable Borrowers are notified of the participating interest sold to such Participant and such Participant agrees, for the benefit of the applicable Borrowers, to comply with Section 5.1(f) as though it were a Lender.

Assignments; Participations. (a) Any Lender may, with Borrower shall not be permitted to assign this Agreement without the prior written consent of Lender and any purported assignment in violation of this 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 (other than natural persons) (each such Person, subject to the Agent 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 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 prior written consent of Borrower, which consent shall not be unreasonably withheldwithheld or delayed (provided that if Lender shall have delivered notice of a proposed assignment to Borrower and Borrower shall not have responded thereto within five (5) Business Days, the Borrower shall be deemed to have consented to such assignment); and provided, assign further, that Lender shall not require, and delegate Borrower shall have no consent right with respect to, any assignment to (x) any Affiliate of Lender, or any entity or Affiliate of an entity that administers or manages Lender, or (y) any Approved Fund. (c) Without restriction and without notice to or consent of Borrower or any of its Subsidiaries, Lender may at any time, and from time to time, sell participation rights to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by all or a Lender to an Affiliate of such Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all portion 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning 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 Person (other than natural persons) without restriction. No such Assignee shall be entitled to the benefit of Article VI in excess of the Borrower or the performance or observance by 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 Agreementamounts 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, 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 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 power, 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 LenderAS AMENDED. (d) Immediately upon satisfaction Without restriction and without notice to or consent of the requirements Borrower or any of Section 13.2(a)its Subsidiaries, Lender may at any time, and from time to time, pledge or create any other Lien on all or a portion of its rights under this Agreement shall be deemed to be amended Agreement, including with respect to the extentTranche A Loan, but only to the extentTranche B Loan, necessary to reflect the addition of the Assignee Fixed Interest and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoRevenue Participations. (e) Any Lender may at In the event there are multiple Lenders, all payments of principal, interest, fees and any time sell other amounts payable pursuant to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (Loan Documents shall be allocated on a “Participant”) participating pro rata basis among Lenders according to their proportionate interests in any the applicable 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 Borrower shall, and shall cause all of its Subsidiaries to, from time to time at the request of Lender, execute and deliver any other provision 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 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 AgreementSection 13.01, disclose to the prospective assignee or participant any information relating to Borrower and/or its Subsidiaries furnished to Lender may at any time create a security interest in, by or pledge, all on behalf of Borrower or any portion of its rights under and interest Subsidiaries in this Agreement in favor of connection with the Loan Documents; provided that the prospective assignee or participant shall agree to be bound by Section 13.18 hereof prior to receiving any Federal Reserve Bank in accordance with Regulation A of the FRB such information regarding Borrower 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 lawits Subsidiaries.

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 the Agent (which consent shall not be unreasonably withheld), assign such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with the consent of the Administrative Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any note assignment unless (A) an Event of Default has occurred and is continuing or notes subject to such assignment and (iiiB) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid an 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 such Lender or an Approved Fund with respect to such Lender; (iii) the consent of the Issuing Bank and the Swingline Lenders shall be required for any assignment (such consents not to be unreasonably withheld, conditioned or delayed); (iv) such transfer or assignment will not be effective until recorded by Agent on the Register; and (v) Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Loan Party or any of its Subsidiaries or the performance or observance by the Borrower any 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Loan Party in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Loan Documents (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Obligations, without the consent of Agent or the other Loan DocumentsLenders); provided, however, provided that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Loan Parties, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any of the other Loan Document Documents (other than amendments, modifications and waivers requiring the approval Participant’s rights against such Lender in respect of 100% such participation to be those set forth in the agreement executed by such Lender in favor of the Lenders), Participant relating thereto) and all amounts payable by the Borrower any Loan Party hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent 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 Nothing in this Agreement, 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 create a security interest in, or pledge, assign all or any portion of its rights under 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 interest in this Agreement in favor such Issuing Bank’s or Swingline Lender’s obligations to issue Letters of any Federal Reserve Bank in accordance with Regulation A Credit or make Swingline Loans shall terminate but it shall retain all of the FRB rights and obligations of Issuing Bank or U.S. Treasury Regulation 31 CFR §203.14Swingline 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), and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawshall continue.

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 the Agent (Lender, which consent shall not may be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent withheld at the sole discretion of the Agent shall be required in connection with any assignment and delegation by a Lender. The Lender to an Affiliate of such Lender) (each an “Assignee”) allmay assign, sell, transfer, participate, pledge, or hypothecate to any ratable part Person all or any 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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Loan Documents. (b) From and after the date that the Agent notifies the assignor The Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feemay, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)Applicable Law, 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 bankslenders or other entities (“Participants”) participation interests in the Advance, financial institutionsthe Note, its right to make the Advance, or any other Persons not Affiliates interest 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. In the event of any such sale by the Lender of participating interests to a Participant, however, that (i) the originating Lender’s obligations under this Loan Agreement to the Borrower shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of such obligationsthe Note for all purposes under this Loan Agreement and the other Loan Documents, (iii) and 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 Loan 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 . The Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, agrees that if amounts outstanding under this Loan Agreement and the Note are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note 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 AgreementLoan Agreement or the Note; provided, that such 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 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 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. (fc) Notwithstanding any other provision in this Agreement, any The Lender may at furnish any time create a security interest in, or pledge, all information concerning any Loan Party or any portion of its rights under and interest Subsidiaries in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A the possession of the FRB or U.S. Treasury Regulation 31 CFR §203.14Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying such Loan Party in writing and securing signed confidentiality statements (a form of which is attached hereto as 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. (d) Each Loan Party agrees to cooperate with the Lender in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such Federal Reserve Bank may enforce restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Loan Documents in order to give effect to such pledge 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 certificates to be delivered by such Loan Party to such Participant or security interest in any manner permitted under applicable lawlender’s assignee hereunder, as and when delivered to the Lender.

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent of the Agent shall be required makes or invests in connection with repurchase agreements or loans or any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, Buyer 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 (provided that, unless an 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); provided, however, that Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee, specifying the Borrower percentage or portion of such rights and the Agent may obligations assigned. Seller shall continue to deal take directions solely and directly with such Lender from Buyer unless otherwise notified by Buyer 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 have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000writing. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeBuyer may, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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 entities (a “ParticipantParticipants”) participating interests in any this Agreement, its agreement to purchase Loans, the Commitment or any other interest of that Lender and the other interests of that Lender (the “originating Lender”) Buyer hereunder and under the other Loan Program Documents; provided. In the event of any such sale by Buyer of participating interests to a Participant, however, that (i) the originating LenderBuyer’s obligations under this Agreement to Seller shall remain unchanged, (ii) the originating Lender Buyer shall remain solely responsible for the performance of such obligations, (iii) the Borrower thereof and the Agent Seller shall continue to deal solely and directly with the originating Lender Buyer in connection with the originating LenderBuyer’s rights and obligations under this Agreement and the other Loan Program 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, . Seller agrees that if amounts outstanding under this Agreement are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of 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 Buyer under this Agreement; provided, that such 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 Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled 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. (fc) Notwithstanding Buyer may furnish any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all information concerning Seller or any portion of its rights under Subsidiaries in the possession of Buyer from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in favor order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14all reports and certificates to be delivered by Seller to Buyer hereunder, as and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawwhen delivered to Buyer.

Assignments; Participations. (a) Any Each Lender may, may with the written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees (provided that no consent other lenders or other entities all or a portion of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, or any ratable part of all, of the Loans, the Commitments and the other its rights and obligations of such Lender hereunder, in under this Agreement with respect to all or a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned and delegated all portion of its Loans Commitment 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)any Term Loan made by it; 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 (i) 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, an Affiliate of such Lender or an Approved Fund of such Lender or (y) a group of new Lenders, each of whom is an Affiliate or an Approved Fund of each other to the extent 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 execute and deliver to Agent, for its acceptance, an Assignment and Acceptance, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any promissory note or notes 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 assignment by a Lender to a Lender, an Affiliate of such Lender or an Approved Fund of such Lender) and (iii) unless the no written consent of Agent shall be required if such assignment is to a in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender’s Affiliate. Upon such execution, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From delivery and acceptance, from and after the effective date that the Agent notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance Acceptance, which effective date shall be at least 3 Business Days after the delivery thereof to Agent (or such shorter period as shall be agreed to by Agent and payment of the above-referenced processing feeparties to such assignment), (iA) the Assignee assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the 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 assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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, with None of the Borrowers may assign any of its rights or obligations under any Loan Document without the prior written consent of the Agent and the Lenders. (b) With the consent of the Agent and, so long as there exists no Default or Event of Default, the Borrowers (which consent shall not be unreasonably withheldwithheld in either case), any Lender may assign and delegate to one or more Eligible Assignees (provided that no consent assignees all or a portion of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided thator any whole multiple of $1,000,000 in excess thereof), unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the relevant assignment is to a Lender’s Affiliate, an affiliate of the assignor assigning Lender or Assignee has paid is an assignment of the entire Commitment of the assigning Lender. The assignee shall pay to the Agent Agent, if requested by the Agent, a processing transfer fee in the amount of $3,000. (b) From 3,500 for each such assignment. Any such assignment shall become effective upon the execution and after the date that delivery to the Agent notifies of the assignor Lender that it has received Assignment Agreement and the consent of the Agent. Promptly following receipt of an executed Assignment Agreement, the Agent 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 Acceptance and payment 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 feeassignor and, (i) if applicable, the Assignee thereunder assignee, shall be a party hereto and, canceled and returned to the extent that rights and obligations have been assigned to it Borrowers. Upon the effectiveness of any assignment pursuant to such Assignment and Acceptancethis Section 9.1(b), shall have the rights and obligations assignee will become a “Lender,” if not already a “Lender,” for all purposes 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 assigning Lender’s rights and obligations under this Agreement, such Lender assignor 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 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 grant or assign participations in such Assignment and Acceptance, such assigning Lender makes no representation all or warranty and assumes no responsibility with respect any portion of its interests hereunder to any statements, warranties or representations made in or in connection with Person pursuant to this Agreement 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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(a9.1(c), 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 provided that 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 a “Lender” for the performance all purposes 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 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 DocumentsDocument, 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)participant in respect of such participation to be against the granting Lender as set forth in the agreement with such Lender creating such participation, and all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that. Each agreement creating a participation must include an agreement by the participant to be bound by the provisions of Section 8.3, if amounts outstanding under Section 8.6 and Section 8.7. (d) The Lenders may furnish any information concerning the Borrowers or any of them in the possession of the Lenders from time to time to assignees and participants and prospective assignees and participants. (e) Notwithstanding anything in this Agreement are due Section 9.1 to the contrary, any Lender which is a national or state bank may assign and unpaid, pledge all 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 any of its participating Notes or any interest in amounts owing under this Agreement therein to any Federal Reserve Bank or the same extent 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 subject to any operating circular issued by such Federal Reserve System and/or such Federal Reserve Bank. No such assignment or pledge shall release the same limitation as if the amount of assigning or pledging Lender from its participating interest were owing directly to it as a Lender under this Agreementobligations hereunder. (f) Notwithstanding any other provision in provisions of this AgreementSection 9.1, no transfer or assignment of the interests or obligations of any Lender may at or grant of participations therein shall be permitted if such transfer, assignment or grant would require any time create of the Borrowers to file a security interest in, or pledge, all registration statement with the Securities and Exchange Commission or any portion of its rights successor Governmental Authority or qualify the Loans under and interest in this Agreement in favor the “Blue Sky” laws 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 lawstate.

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 the Agent (which consent shall not be unreasonably withheld), assign such rights and delegate obligations under this Agreement to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance”Assumption; provided that: (i) together with the consent of the Administrative Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any note assignment unless (A) an Event of Default has occurred and is continuing or notes subject to such assignment and (iiiB) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid an 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 or an Approved Fund; (iii) the consent of each Issuing Bank and the Swingline Lender (such consents not to be unreasonably withheld, conditioned or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of a Lender; (iv) such transfer or assignment will not be effective until recorded by the Administrative Agent on the Register; and (v) the Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0003,500. (b) From The Administrative Agent shall maintain a register of the names and addresses of the Lenders, their Commitments and the principal amount of their Loans (the “Register”). The Administrative Agent shall also maintain a copy of each Assignment and Assumption 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 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 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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Assumption, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and AcceptanceAssumption, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Loan Party or any of its Subsidiaries or the performance or observance by the Borrower any 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . The Administrative Agent and the Lenders may furnish any information concerning any Loan Party in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Administrative Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities (other than a natural person, the Company or any of the Borrower Company’s Subsidiaries or Affiliates) (each, a “Participant”) participating interests in any Loans, the Commitment all or a portion of that Lender its rights and obligations under this Agreement and the other interests Loan Documents (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Obligations, without the consent of the Administrative Agent or the other Loan DocumentsLenders); provided, however, provided that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Loan Documents shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Loan Parties, the Borrower other Lenders and the Administrative Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan Documents, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any of the other Loan Document Documents (other than amendments, modifications and waivers requiring the approval Participant’s rights against such Lender in respect of 100% such participation to be those set forth in the agreement executed by such Lender in favor of the Lenders), Participant relating thereto) and all amounts payable by the Borrower any Loan Party hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent 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 Nothing in this Agreement, 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 create a security interest in, or pledge, assign all or any portion of its rights under Commitments pursuant to, and interest in subject to the terms of, this Agreement in favor 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 Federal Reserve Issuing Bank in accordance with Regulation A 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 FRB rights and obligations of an Issuing Bank or U.S. Treasury Regulation 31 CFR §203.14Swingline 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), and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawshall continue.

Assignments; Participations. Each Lender may (ai) Any assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the Loans owing to it and its rights and obligations as a Lender maywith 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 written consent same investment advisor as such Lender or by an Affiliate of the Agent such investment advisor or (which consent shall not be unreasonably withheld), ii) assign all or a portion of its rights and delegate obligations under 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 no A) the consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); provided, however, that the Borrower and the Agent may continue Eligible Transferee pursuant 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 have been given to the Borrower and the Agent by such Lender and the Assignee; clause (ii) such Lender and its Assignee above, which consent shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feenot be unreasonably withheld, (iB) absent the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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 existence of an Event of Default, each Participant the consent of Borrower shall be deemed 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 bank, 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 “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 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 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 meaning assigned to it in Title I of ERISA and shall also include a “plan” as a Lender under this Agreement. defined in Section 4975(e)(1) of the Code and (fF) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, desiring to assign all or any portion of its rights and obligations under and interest in this Agreement in favor of to a Person pursuant to clause (ii) above shall first and prior to any Federal Reserve Bank in accordance with Regulation A assignment to such Person provide a written offer to each of the FRB or U.S. Treasury Regulation 31 CFR §203.14other existing Lenders to accept such assignment, and each Lender who has received such Federal Reserve Bank may enforce offer shall have the right, but no obligation, to accept such pledge or security interest assignment, provided that, no later than seven (7) days after receipt of such notice, each such Lender shall advise Administrative Agent and the Borrower whether it intends to accept such assignment, and any Lender that has not responded within such period shall be deemed to have declined such assignment and in any manner permitted under applicable lawthe event that more than one Lender accepts such assignment, the assigning Lender shall assign its rights and obligations to such Lenders on a pro rata basis.

Assignments; Participations. (a) Any Lender may, Sellers may assign their rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, transfer all or any ratable part of all, of the Loans, the Commitments its rights and obligations under this Agreement and the other rights and obligations Program Documents to (a) any Affiliate of such Lender hereunder, in a minimum amount of $5,000,000 Buyer or (provided that, unless an 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); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection b) with the interest so assigned to an Assignee until (i) written notice of such assignmentSellers’ consent, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance any bank or other financial institution that makes or invests in the form of Exhibit F (“Assignment and Acceptance”) together with any note repurchase agreements or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000loans. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeBuyer may, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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 entities (a “ParticipantParticipants”) participating interests in this Agreement, its agreement to purchase Loans or Certificates, or any Loans, the Commitment other interest of that Lender and the other interests of that Lender (the “originating Lender”) Buyer hereunder and under the other Loan Program Documents; provided. In the event of any such sale by Buyer of participating interests to a Participant, however, that (i) the originating LenderBuyer’s obligations under this Agreement to Sellers shall remain unchanged, (ii) the originating Lender Buyer shall remain solely responsible for the performance of such obligations, (iii) the Borrower thereof and the Agent Sellers shall continue to deal solely and directly with the originating Lender Buyer in connection with the originating LenderBuyer’s rights and obligations under this Agreement and the other Loan Program 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, . Sellers agree that if amounts outstanding under this Agreement are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of 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 Buyer under this Agreement; provided, that such 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 Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled 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. (fc) Notwithstanding Buyer may furnish any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all information concerning Sellers and Guarantor or any portion of its rights under their Subsidiaries in the possession of Buyer from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit C) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Sellers agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in favor order to give effect to such assignment and/or participation. Sellers further agree to furnish to any Participant identified by Buyer to Sellers copies of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14all reports and certificates to be delivered by Sellers to Buyer hereunder, as and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawwhen delivered to Buyer.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheldwithheld 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 no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the any Borrower or Guarantor or the performance or observance by the any 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 assigning Lender or any other 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 power, 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 (d) Immediately upon satisfaction of the requirements of Section 13.2(asubject to such assignee executing and delivering a confidentiality agreement in form and substance reasonably acceptable to Agent and Administrative Borrower), 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 Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Obligations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, Guarantors, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the any Borrower or Guarantor 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 Nothing in this Agreement, 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 create a security interest in, or pledge, assign all or any portion of its rights under Commitments pursuant to this Section 13.7. If such Issuing Bank ceases to be a Lender, it shall resign as Issuing Bank and interest in this Agreement in favor such Issuing Bank’s obligations to issue Letters of any Federal Reserve Bank in accordance with Regulation A Credit shall terminate but it shall retain all of the FRB 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 U.S. Treasury Regulation 31 CFR §203.14fund risk participations in outstanding Letter of Credit Obligations), and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawshall continue.

Assignments; Participations. (a) Any Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)) and, so long as no Event of Default has occurred and is continuing, prior written consent of ▇▇▇▇▇▇▇▇▇, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (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 (provided that, unless an 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); provided, however, that the Borrower 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 have been given to the Borrower Borrowers and the Agent by such Lender ▇▇▇▇▇▇ and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F B (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower Borrowers to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or the performance or observance by the Borrower 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 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 power, 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) Immediately upon satisfaction The Agent, acting for this purpose as an agent of the requirements Borrowers, shall maintain at one of Section 13.2(aits 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”), this Agreement . The entries in the Register shall be deemed to be amended conclusive, and the Borrowers, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the extentterms hereof as a Lender hereunder for all purposes of this Agreement, but only notwithstanding notice to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromcontrary. The Commitment allocated Register shall be available for inspection by the Borrowers and any Lender at any reasonable time and from time to each Assignee shall reduce such Commitments of the assigning Lender pro tantotime upon reasonable prior notice. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates Upon its receipt of the Borrower (a “Participant”) participating interests in any Loansduly completed Assignment and Acceptance executed by an assigning ▇▇▇▇▇▇ and an Assignee, the Commitment Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing fee referred to in subsection (a) of that Lender this section and the other interests any written consent to such assignment required by subsection (a) of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; providedthis section, 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 accept such Assignment and directly with Acceptance and record the originating Lender information contained therein in connection with the originating Lender’s rights and obligations under Register. No assignment shall be effective for purposes of this Agreement and unless it has been recorded in 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 Register 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 provided 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 lawsection.

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 the Agent (which consent shall not be unreasonably withheld), assign such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided 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) if such Eligible Transferee is not a bank, Agent shall receive a representation in writing by such Eligible Transferee that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all its acquisition of its Loans and Commitmentsis made out of assets of any employee benefit plan, 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to transfer or assignment will not be effective until recorded by Agent on the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment Register and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. 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. (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 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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, any Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Obligations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower and the Borrowers, Obligors and Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the any Borrower or Obligor hereunder shall be determined as if such Lender had not sold such participation; except that, and (iv) if amounts outstanding under 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 Agreement are due and unpaidSection, or the term “employee benefit plan” 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 meaning assigned to it in Title I of ERISA and shall also include a “plan” as a Lender under this Agreementdefined in Section 4975(e)(l) of the Code. (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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lenders from such Federal Reserve Bank may enforce Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or security interest 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 manner permitted under applicable lawselling 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 Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent of the Agent shall be required makes or invests in connection with repurchase agreements or loans or any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, Buyer all or any ratable part of all, of the Loans, the Commitments its rights and obligations under this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Program Documents. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeBuyer may, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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 entities (a “ParticipantParticipants”) participating interests in any this Agreement, its agreement to purchase Loans, the Commitment or any other interest of that Lender and the other interests of that Lender (the “originating Lender”) Buyer hereunder and under the other Loan Program Documents; provided. In the event of any such sale by Buyer of participating interests to a Participant, however, that (i) the originating LenderBuyer’s obligations under this Agreement to Seller shall remain unchanged, (ii) the originating Lender Buyer shall remain solely responsible for the performance of such obligations, (iii) the Borrower thereof and the Agent Seller shall continue to deal solely and directly with the originating Lender Buyer in connection with the originating LenderBuyer’s rights and obligations under this Agreement and the other Loan Program 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, . Seller agrees that if amounts outstanding under this Agreement are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of 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 Buyer under this Agreement; provided, that such 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 Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled 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. (fc) Notwithstanding Buyer may furnish any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all information concerning Seller or any portion of its rights under Subsidiaries in the possession of Buyer from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit C) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in favor order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14all reports and certificates to be delivered by Seller to Buyer hereunder, as and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawwhen delivered to Buyer.

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 10,000,000 (provided that, unless an 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)10,000,000; provided, however, that the Borrower 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 have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall 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 subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower Borrowers to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or the performance or observance by the Borrower 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 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 power, 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(a11.2(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 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 Borrower 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) (other than amendmentsi), modifications (ii) and waivers requiring the approval of 100% of the Lenders(iii), and all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Each Lender 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 the Agent (which consent shall not be unreasonably withheld), assign such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided 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) if such Eligible Transferee is not a bank, Agent shall receive a representation in writing by such Eligible Transferee that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all its acquisition of its Loans and Commitmentsis made out of assets of any employee benefit plan, 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to transfer or assignment will not be effective until recorded by Agent on the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment Register and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. 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. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning Borrower or any Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights 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 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) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower and the Borrower, Obligors and Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s 's rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the Borrower or any Obligor hereunder shall be determined as if such Lender had not sold such participation; except that, and (iv) if amounts outstanding under 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 Agreement are due and unpaidSection, or the term "employee benefit plan" 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 meaning assigned to it in Title I of ERISA and shall also include a "plan" as a Lender under this Agreementdefined in Section 4975(e)(1) of the Code. (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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lenders from such Federal Reserve Bank may enforce Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or security interest 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 manner permitted 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 applicable lawthe 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 Lender may, with the written consent of the Agent (and Westlake, which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that (i) no consent of the Agent or Westlake shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender, another Lender or an Approved Fund and (ii) no consent of Westlake shall be required if an Event of Default has occurred and is continuing at the time of such assignment) (each an “Assignee”) all, or any ratable part of all, of the Revolving Loans, the Commitments Commitment, and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 10,000,000, or, if less, all of such Lender’s Commitment (provided that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsCommitment, 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 $5,000,00010,000,000); provided, however, that the Borrower 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 have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall 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 notes, if any, subject to such assignment assignment, and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. 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 Revolving Loans and Commitments in accordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance (and consent of the Agent thereto, if required) and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 the Borrower any Loan Party to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Loan Party or the performance or observance by the Borrower any 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 assigning Lender 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 power, 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(a11.2(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 any Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender and the other interests of that Lender (the “originating Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Lender’s obligations under this Agreement shall remain unchanged, ; (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, ; (iii) the Borrower Borrowers and the Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating 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 Document, except the matters set forth in Section 11.1(a)(i), (other than amendmentsii), modifications and waivers requiring the approval of 100% of the Lenders(iii), and all amounts payable by the Borrower Loan Parties hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-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 Metals USA, the Agent Administrative Agent, the Swingline Lender and each Letter of Credit Issuer (which consent consents shall not be unreasonably withheld), withheld or delayed) assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent Metals USA shall be required in connection with any assignment and delegation by a Lender to 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 Event of Default; and provided further that Metals USA shall be deemed to have consented to any such Lenderassignment and delegation unless it shall object thereto by written notice to the Administrative Agent within seven (7) Business Days 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 2,500,000 (provided that, (i) unless an 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 $5,000,0002,500,000 and (ii) such amount may be aggregated in respect of each Lender and its Affiliates or Related Funds); provided, however, that the Borrower Borrowers and the Agent Agents 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 addresses, and related information with respect to the Assignee, shall have been given to the Borrower Borrowers and the Administrative Agent by such Lender and the Assignee; (ii) the parties to such Lender Assignment shall execute and its Assignee shall have delivered deliver to the Borrower and 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 form sole discretion of Exhibit F (“Assignment the Administrative Agent and Acceptance”) together with any note or notes subject provided that only one such fee shall be payable in the case of concurrent assignments to persons that, after giving effect to such assignment assignments, will be Related Funds); and (iii) unless the assignment is to Assignee, if it shall not be a Lender’s Affiliate, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms provided for under Section 5.1 and such assignment shall have been recorded pursuant to paragraph (e) of this Section 13.3. If required, the assignor Lender Borrowers agree to promptly execute and deliver, upon or Assignee has paid 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 $3,000accordance 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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations have been of the 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 assigning Lender’s rights and obligations under this Agreement, such 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 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 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 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 the Borrower any Loan Party to the Collateral Agent or any Lender other Secured Party in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Loan Party or the performance or observance by the Borrower any 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 assigning Lender 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 power, 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 The Administrative Agent, acting for this purpose as an agent of the requirements Borrowers, shall maintain at one of Section 13.2(aits 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), this Agreement 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 deemed to be amended to effective unless it has been recorded in the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefromRegister as provided in this paragraph (e). The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (ef) Any Lender may at any time time, without the consent of the Borrowers, the Swingline Lender, the Letter Credit Issuer or the Administrative Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of the Borrower (a “Participant”) Participants participating interests in any Revolving Loans, the Commitment of that Lender Lender, and the other interests of that Lender (the “originating 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 Borrowers and the Agent 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 (other than amendments, modifications and waivers requiring except the approval of 100% of the Lendersmatters 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 Borrower 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. (fg) Notwithstanding Pursuant to paragraph (f)(v) of this Section, a Participant shall not be entitled to receive any other provision in this Agreementgreater 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, any 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 create a security interest in, or pledge, 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 interest 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 Agreement 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 favor 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 Federal Reserve Bank 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 Regulation A of and subject to the FRB or U.S. Treasury Regulation 31 CFR §203.14restrictions contained in paragraph (a) above), and such Federal Reserve Bank 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 enforce be, shall pay to such pledge or security Lender in immediately available funds on the date of such assignment the principal of and interest in any manner permitted under applicable law.accrued to the date of payment on the Revolving Loans made by such

Assignments; Participations. (a) Any Lender may, with the written consent of the Agent (which consent shall not be unreasonably withheld)) and written consent of Borrowers so long as no Event of Default has occurred and is continuing, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent or any Borrower shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender and no consent of any Borrower shall be required in connection with any assignment and delegation by a Lender to another Lender) (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 5,000,000.00 (provided that, unless an 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 $5,000,0005,000,000.00); provided, however, that the Borrower 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 have been given to the Borrower Borrowers and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers and the Agent an Assignment and Acceptance in the form of Exhibit F “C” (“Assignment and Acceptance”) ), together with any note Note or notes Notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,000.00. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower Borrowers to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or the performance or observance by the Borrower 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 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 power, 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 Section 13.2(asubparagraph 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. (eg) 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 the 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 Borrower 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 (other than amendments, modifications and waivers requiring the approval of 100% of the rights described in Paragraph 11.1 as being rights that are voted on by all Lenders), and all amounts payable by the Borrower 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. (fh) 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 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 (which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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.arising

Assignments; Participations. (a) Any Lender may, Seller may assign any of its rights or obligations hereunder only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Buyer. Buyer may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent of the Agent shall be required makes or invests in connection with repurchase agreements or loans or any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, Buyer all or any ratable part of all, of the Loans, the Commitments its rights and obligations under this Agreement and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Program Documents. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeBuyer may, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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 entities (a “ParticipantParticipants”) participating interests in this Agreement, its agreement to purchase Assets, or any Loans, the Commitment other interest of that Lender and the other interests of that Lender (the “originating Lender”) Buyer hereunder and under the other Loan Program Documents; provided. In the event of any such sale by Buyer of participating interests to a Participant, however, that (i) the originating LenderBuyer’s obligations under this Agreement to Seller shall remain unchanged, (ii) the originating Lender Buyer shall remain solely responsible for the performance of such obligations, (iii) the Borrower thereof and the Agent Seller shall continue to deal solely and directly with the originating Lender Buyer in connection with the originating LenderBuyer’s rights and obligations under this Agreement and the other Loan Program 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, . Seller agrees that if amounts outstanding under this Agreement are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of 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 Buyer under this Agreement; provided, that such 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 Buyer the proceeds thereof. Buyer also agrees that each Participant shall be 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. (fc) Notwithstanding Buyer may furnish any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all information concerning Seller or any portion of its rights under Subsidiaries in the possession of Buyer from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying Seller in writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit H) and only for the sole purpose of evaluating assignments or participations and for no other purpose. (d) Seller agrees to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Documents in favor order to give effect to such assignment and/or participation. Seller further agrees to furnish to any Participant identified by Buyer to Seller copies of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14all reports and certificates to be delivered by Seller to Buyer hereunder, as and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawwhen delivered to Buyer.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheldwithheld 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 no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, Guarantors, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the any Borrower or Obligor 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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lenders from such Federal Reserve Bank may enforce Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or security interest 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 manner permitted under applicable lawselling 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 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 consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment to a then-existing Lender and delegation by (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a Lender to an Affiliate of written request for consent; provided, further, that no such Lenderconsent 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 5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that, unless that an 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 amount less than the minimum amount of $5,000,0005,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment ; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and Acceptance, the Agent has received payment of the above-referenced processing feefee 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 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 assigning 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 assigning 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 assigning 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 the Borrower any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assigning assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 assigning 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 powerpowers, 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, The Borrower may assign any of its rights or obligations hereunder or under the Note only with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Lender. The Lender may assign and delegate or transfer to one any bank or more Eligible Assignees (provided other financial institution that no consent makes or invests in loans or any Affiliate of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) all, 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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000Loan Documents. (b) From and after the date that the Agent notifies the assignor The Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feemay, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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)applicable law, 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, lenders or other Persons not Affiliates of the Borrower entities (a “Participant”"Participants") participating interests in any LoansAdvance, the Commitment Note, its right to make Advances, or any other interest of that the Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan Documents; provided. In the event of any such sale by the Lender of participating interests to a Participant, however, that (i) the originating Lender’s 's obligations under this Loan Agreement to the Borrower shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance thereof, the Lender shall remain the holder of such obligationsthe Note for all purposes under this Loan Agreement and the other Loan Documents, (iii) and the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Loan 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 . The Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, agrees that if amounts outstanding under this Loan Agreement and the Note are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement and the Note 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 AgreementLoan Agreement or the Note; provided, that such 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 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 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. (fc) Notwithstanding any other provision in this Agreement, any The Lender may at furnish any time create a security interest in, or pledge, all information concerning the Borrower or any portion of its rights under Subsidiaries in the possession of such Lender from time to time to assignees and interest Participants (including prospective assignees and Participants) only after notifying the Borrower in this Agreement writing and securing signed confidentiality statements (a form of which is attached hereto as Exhibit I) and only for the sole purpose of evaluating participations and for no other purpose. (d) The Borrower agrees to cooperate with the Lender in favor of connection with any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such Federal Reserve Bank may enforce restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the other Loan Documents in order to give effect to such pledge or security interest in assignment and/or participation. The Borrower further agrees to furnish to any manner permitted under applicable lawParticipant identified by the Lender to the Borrower copies of all reports and certificates to be delivered by the Borrower to the Lender hereunder, as and when delivered to the Lender.

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 any of its Commitments, the outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of Credit and the Loan Notes Guaranty); 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 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), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any ii) each such assignment and delegation 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, Loans, Note or Notes and 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 such a Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unlessin 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 Dollar Amount of the assigning Lender's outstanding Term Loans, after giving effect theretoRevolving Loans, Letter of Credit Exposure, Tranche B Guaranty Exposure, Revolver Guaranty Exposure, and Unutilized Revolving Credit Commitment ("Total Commitment") being assigned pursuant to such assignor Lender retains a assignment (or, if less, the Total Commitment of the assigning Lender), and (iv) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in a minimum amount of $5,000,000); providedthe Register, howeveran Assignment and Acceptance, that the Borrower and the Agent may continue together with any Note or Notes subject 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 will pay a nonrefundable processing fee of $3,000 to the AssigneeAgent for its own account. Upon such execution, shall have been given to delivery, acceptance and recording of the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From from and after the effective date that specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender 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 such assigning Lender’s 's rights and obligations under this Agreement, such 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 assigning 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, such 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning 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 the Borrower or the performance or observance by the Borrower 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 in exchange for the surrendered Note or Notes, 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 (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, 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 power, 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 (each, a “"Participant”") participating interests participations in any Loansportion comprising less than all of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the Commitment outstanding Loans made by it, the Note or Notes held by it and its participations in Letters of that Lender and the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan DocumentsCredit); provided, however, that (i) the originating such Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating unchanged and such Lender shall remain solely responsible for the performance of such obligations, (ii) no Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (iii) the Borrower Borrower, the Agent and the Agent other Lenders shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s 's rights and obligations under this Agreement 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 any right to control the vote of such Lender with respect to any amendment, modification, waiver, consent or other action hereunder or under any other 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 date fixed for the payment of any principal of or interest on any Loan, any fees or any other Obligations, or (z) increase or extend any Commitment of any Lender, provided, however, that in no event shall any such grant affect or require the Borrower, the Agent or the other Loan DocumentsLenders to deal with any such Participant), and (iv) no Lender Participant shall transfer or grant have any participating interest rights 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)other 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 sold granted 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 . Notwithstanding the occurrence of an Event of Defaultforegoing, each Participant may be entitled, pursuant to 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; 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; and provided, further, that nothing contained herein shall cause the Participant to 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 be a Lender or to otherwise be granted any rights under this Agreement. (fe) Notwithstanding any other provision Nothing in this Agreement, Agreement shall be construed to prohibit any Lender may at any time create a security interest in, from pledging or pledge, assigning all or any portion of its rights under and interest in this Agreement in favor of hereunder or under any Note to any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14as security for borrowings therefrom; provided, and such Federal Reserve Bank may enforce however, that no such pledge or security interest assignment shall release a Lender from any of its obligations hereunder. (f) 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 manner permitted assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such Assignee or Participant or proposed Assignee or Participant agrees in writing to keep such information confidential to the same extent required of the Lenders under applicable lawSection 12.13.

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 Agent aggregate for the assigning Lender (which consent shall not be unreasonably withheldor in the case of Term B Loan Lender, a portion equal to at least $2,000,000), assign of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees (provided that no consent 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 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; provided, that, such fee shall not be applicable to any assignments made to Affiliates of the Agent shall be required assigning Lender or Approved Funds. Notwithstanding anything to the contrary contained in connection with this Section 13.7(a), Term B Loan Lender may assign any assignment and delegation by a Lender or all of its rights under the Financing Agreements to an Affiliate of such Lender) (each Term B Loan Lender or an “Assignee”) allApproved Fund of Term B Loan Lender without the prior written consent of Agent and without delivering an Assignment and Acceptance to Agent or Borrowers, or any ratable part of allprovided, of the Loans, the Commitments and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000 (provided that, unless an assignor Lender has assigned (i) Borrowers 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); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Term B Loan Lender in connection with until a fully executed Assignment and Acceptance has been delivered to Agent for recordation on the interest so assigned to an Assignee until (i) written notice of such assignmentRegister, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such the failure of Term B Loan Lender and its Assignee shall have delivered to the Borrower and the Agent deliver an Assignment and Acceptance in to Agent or Borrowers shall not affect the form legality, validity or binding effect of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 between Term B Loan Lender and an Affiliate of Term B Loan Lender or the remaining portion an Approved Fund of an assigning Lender’s rights and obligations under this Agreement, such Term B Loan Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, effective as of the 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 date specified in such Assignment and Acceptance, such 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 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 Borrower to the Agent or any Lender in the Collateral; .” (iib) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition Section 13.7(b) of the Borrower or Loan Agreement is hereby amended by adding the performance or observance following at the end thereof: “In the case of an assignment by the Borrower of a Lender to 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 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 power, as are reasonably incidental thereto; and (vi) such Assignee agrees that it will perform in accordance with their terms all request of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (ddesignated assignee(s) Immediately upon satisfaction of the requirements of Section 13.2(aor transferee(s), 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, new Registered Term B Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or other Persons not Affiliates transferee(s). Prior to the registration of the Borrower assignment or sale of any Registered Term B Loan (a “Participant”) participating interests in any Loans, the Commitment of that Lender 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 interests 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 that Lender all participants in the Registered Term B Loan (the “originating LenderParticipant Register”). A Registered Term B Loan (and the Registered Term B Note, if any, evidencing the same) 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 may be participated in whole or in part only by registration of such obligations, participation on the Participant Register (iii) the Borrower and each Registered Term B Note shall expressly so provide). Any participation of such Registered Term Loan (and the Agent shall continue to deal solely and directly with Registered Term Note, if any, evidencing the originating Lender in connection with same) may be effected only by 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 registration of such participation on 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 AgreementRegister. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.”

Assignments; Participations. (a) Any Each Lender 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 the Agent and the Borrower (to be evidenced by its counterexecution of the relevant Assignment and Acceptance), which consent shall not be unreasonably withheld), assign and delegate to one or more Eligible Assignees withheld (provided that no the Borrower's consent of the Agent 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 delegation by 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 a Lender to or an Affiliate of such a Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unlessin an aggregate principal amount (determined as of the date of the Assignment and Acceptance with respect to such assignment) less than $5,000,000, after giving effect thereto, such assignor Lender retains a Commitment in a minimum determined by combining the amount of $5,000,000the assigning Lender's outstanding Loans, and Unutilized Commitment being assigned pursuant to such assignment (or, if less, the entire Commitment of the assigning Lender); provided, howeverand (iv) the parties to each such assignment will execute and deliver to the Agent, that for its acceptance and recording in the Borrower Register, an Assignment and the Agent may continue Acceptance, together with any Note or Notes subject 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 will pay a nonrefundable processing fee of $3,000 to the AssigneeAgent for its own account. Upon such execution, shall have been given to delivery, acceptance and recording of the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From from and after the effective date that specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender 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 such assigning Lender’s 's rights and obligations under this Agreement, such 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 assigning 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, such 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning 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 the Borrower or the performance or observance by the Borrower 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 in exchange for the surrendered Note or Notes, 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 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, 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 power, 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 (each, a “"Participant”") participating interests participations in any Loansportion comprising less than all of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitment, the Commitment of that Lender and outstanding Loans made by it, the other interests of that Lender (the “originating Lender”) hereunder and under the other Loan DocumentsNote or Notes held by it); provided, however, that (i) the originating such Lender’s 's obligations under this Agreement shall -------- ------- remain unchanged, (ii) the originating unchanged and such Lender shall remain solely responsible for the performance of such obligations, (ii) no Lender shall sell any participation that, when taken together with all other participations, if any, sold by such Lender, covers all of such Lender's rights and obligations under this Agreement, (iii) the Borrower Borrower, the Agent and the Agent other Lenders shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s 's rights and obligations under this Agreement Agreement, and no Lender shall permit any Participant to have any voting rights or any right to control the vote of such Lender with respect to any amendment, modification, waiver, consent or other Loan Documentsaction hereunder or 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 date fixed for the payment of any principal of or interest on any Loan, any fees or any other Obligations, or (z) increase or extend any Commitment of any Lender), and (iv) no Lender Participant shall transfer or grant have any participating interest rights 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)other 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 sold granted 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 . Notwithstanding the occurrence of an Event of Defaultforegoing, each Participant shall be deemed to have the right rights of set-off 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 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 the participation made by such Lender to it as a Lender under this Agreementsuch Participant had such participation not been made. (fe) Notwithstanding any other provision Nothing in this Agreement, Agreement shall be construed to prohibit any Lender may at any time create a security interest in, from pledging or pledge, assigning all or any portion of its rights under and interest in this Agreement in favor of hereunder or under any Note to any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14as security for borrowings therefrom; provided, and such Federal Reserve Bank may enforce however, that no such pledge or security interest assignment shall release a Lender from any of its obligations hereunder. (f) Any Lender or participant may, in connection with any manner permitted assignment or participation or proposed assignment or participation pursuant to this Section, disclose to the Assignee or Participant or proposed Assignee or Participant any information relating to the Borrower and its Subsidiaries furnished to it by or on behalf of any other party hereto, provided that such Assignee or Participant or proposed Assignee or Participant agrees in writing to keep such information confidential to the same extent required of the Lenders under applicable lawSection 11.13.

Assignments; Participations. (a) Any Lender may, upon prior written notice to the Agent and in consultation with the written consent of the Agent Parent (which consent consultation shall not be unreasonably withheldbinding on such Lender or the Agent), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 5,000,000; provided, however, that, unless an assignor Lender has assigned and delegated all of its Loans and CommitmentsPro Rata Share of the Term Loan, no such assignment and/or delegation shall be permitted unless, after giving effect thereto, such assignor Lender retains a Commitment an interest in the Obligations in a minimum amount of $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 (the "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 Borrower 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 have been given to the Borrower Parent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Parent and the Agent an Assignment and Acceptance in substantially the form of Exhibit F C (“"Assignment and Acceptance”") together with any note or notes subject to such assignment assignment; and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrowers agree to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to 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 Lender has received a substitute Term Note evidencing its Pro 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 and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower Borrowers to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or the performance or observance by the Borrower 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 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 power, 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, with the written consent of the Agent (which consent shall not be unreasonably withheld), and, to the extent no Event of Default then exists, after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 10,000,000 (provided that, unless an 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)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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F E (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. The Borrower agrees to promptly execute and deliver new promissory notes and replacement promissory notes as reasonably requested by the Agent to evidence assignments of the Loans and Commitments in accordance herewith. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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(a11.2(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), (other than amendments, modifications ii) and waivers requiring the approval of 100% of the Lenders(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 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, with the written consent of the Agent (which consent shall not be unreasonably withheld), and, if no Default or Event 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 no consent of the Agent or the Borrowers’ Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender capable, in the good faith judgment of such Lender, of performing its obligations hereunder) (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 (provided that, unless an 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); provided, however, that the Borrower 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower Borrowers’ Agent and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Borrowers’ Agent and the Agent an Assignment and Acceptance in the form of Exhibit F D (“Assignment and Acceptance”) together with any note or notes subject to such assignment ), and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500. Any assignment in violation 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 Acceptance (including the consent of the Borrowers’ Agent, if required) and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations obligations, including, but not limited to, the obligation to participate in Letters of 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower any Obligor to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 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 power, 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(a11.2(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 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 Borrower 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), (other than amendments, modifications ii) and waivers requiring the approval of 100% of the Lenders(iii), and all amounts payable by the Borrower 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 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. 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 the Agent (which consent shall not be unreasonably withheld)Agent, assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such LenderLender or a Related Fund) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Administrative Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Administrative Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F B (“"Assignment and Acceptance”) together with any note or notes subject to such assignment and "); (iii) unless the assignment is Assignee executes and delivers to the First Lien Agent and First Lien Co-Agent a Lender’s Affiliate, written acknowledgment in which the Assignee acknowledges its agreement to be bound by the terms of the Intercreditor Agreement; and (iv) the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0003,500; provided, however, that no such processing fee shall be due in connection 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 and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower Parent and any Subsidiary to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Parent and the Subsidiaries or the performance or observance by the Borrower 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 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 power, 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(a11.2(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 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 '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 's rights and obligations under this Agreement and Agreement, the other Loan DocumentsDocuments 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 or Agreement, any other Loan Document or the Intercreditor Agreement except the matters set forth in Section 11.1(a) (other than amendmentsi), modifications (ii) and waivers requiring the approval of 100% of the Lenders(iii), and all amounts payable by the Borrower Borrowers hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB Federal Reserve Board or U.S. United States Treasury Regulation 31 CFR §C.F.R. ss. 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (g) Administrative Borrower shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of a Lender as the registered owner of each Term Loan held by such Lender. Other than in connection with an assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same), Administrative Borrower shall treat the Person in whose name such Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Administrative Borrower, shall maintain a comparable register. (h) In the event that a Lender sells participations in the Registered Loan, such Lender, on behalf of Administrative Borrower, shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register.

Assignments; Participations. (a) Any Lender may, with the written consent of (i) the Agent 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 consent consents shall not be unreasonably withheldwithheld or delayed), assign and delegate to one or more Eligible Assignees (provided that (x) no such consent of the Agent shall be required in connection with any assignment to a then-existing Lender and delegation by (y) such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days of receipt of a Lender to an Affiliate of written request for consent; provided, further, that no such Lenderconsent 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 5,000,000, or an integral multiple of $1,000,000 in excess thereof (provided that, unless that an 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 amount less than the minimum amount of $5,000,0005,000,000 may be assigned if agreed to by the Borrower and the Agent, or if such amount represents all of the Loans, the Commitments and the other rights and obligations of the Lender hereunder) (provided, further that no such minimum amount shall apply to any assignment to an Approved Fund or to a Lender or to an Affiliate of a Lender); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been be given to the Borrower and the Agent by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered deliver to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment ; and (iiiC) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid shall pay to the Agent a processing fee in the amount of $3,0003,500; provided, further, that the Agent may elect to waive such processing fee in its sole discretion. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and Acceptance, the Agent has received payment of the above-referenced processing feefee 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 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 assigning 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 assigning 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 assigning 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 the Borrower any Obligor to the Agent or any Lender in the applicable Collateral; (ii) such assigning assignor Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Obligor or the performance or observance by the Borrower 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 assigning 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 powerpowers, 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(a12.2(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 Each Commitment allocated to each Assignee shall reduce such Commitments the applicable Commitment of the assigning 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, the any Commitment of that Lender and the other interests of that Lender (the “originating Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating 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 Originating Lender in connection with the originating 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 (other than amendments, modifications D) and waivers requiring the approval of 100% of the LendersSection 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 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. 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 Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, 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 no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000; provided, that, such processing fee shall 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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, Guarantors, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the any Borrower or Obligor 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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lenders from such Federal Reserve Bank may enforce Bank; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or security interest 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 manner permitted under applicable lawselling 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 the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $7,500,000 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 no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, Guarantor or any of their Subsidiaries or the performance or observance by the any 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Obligations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, Guarantors, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the any Borrower or Guarantor 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 Nothing in this Agreement, 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 create a security interest in, or pledge, assign all or any portion of its rights under 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 interest in this Agreement in favor such Issuing Bank’s obligations to issue Letters of any Federal Reserve Bank in accordance with Regulation A Credit shall terminate but it shall retain all of the FRB 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 U.S. Treasury Regulation 31 CFR §203.14fund risk participations in outstanding Letter of Credit Obligations), and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable lawshall continue.

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $10,000,000 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 no consent of the Agent shall be required in connection with but not including for this purpose any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance assignments in the form of Exhibit F (“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) together with any note such transfer or notes subject to such assignment will not be effective until recorded by Agent on the Register and (iiiii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $3,0005,000. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Acceptance, the above-referenced processing fee, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Revolving Loans owing to it and under its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, Guarantors, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the any Borrower or Obligor 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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Revolving Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lenders from such Federal Reserve Bank may enforce 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 pledge assignment or security interest 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 manner permitted under applicable lawselling 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 (which consent shall not be unreasonably withheld), after consultation with the Borrower, assign and delegate to one or more Eligible Assignees (provided that no written consent of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, 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); 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 (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F A (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,0004,000. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (c) By executing and delivering an Assignment and Acceptance, the 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by 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 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 power, 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 each Assignee’s making its processing fee payment under the requirements of Section 13.2(a)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 (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders)Document, and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent and subject to the same limitation as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. (f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments; Participations. (a) Any Each Lender 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 any of its Revolving Credit Commitments or Swingline 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) shall not be made without the prior written 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), assign and delegate to one or more Eligible Assignees (provided that no consent of the Agent shall be required in connection with any ii) each such assignment and delegation 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, Swingline Commitment, Loans, Note or Notes and other interests thereunder is assigned to the relevant Assignee, (iii) except in the case of an assignment to a Lender or an Affiliate of such a Lender) (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 (provided that, unless an assignor Lender has assigned and delegated all of its Loans and Commitments, no such assignment and/or delegation shall be permitted unlessin 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, after giving effect thereto, such assignor Lender retains a Commitment in a minimum determined by combining the amount of $5,000,000the assigning Lender's, outstanding Revolving Loans, L/C Exposure and Unutilized Revolving Credit Commitment being assigned pursuant to such assignment (or, if less, the full amount of the assigning Lender's Revolving Credit Commitment of the assigning Lender); provided, howeverand (iv) the parties to each such assignment will execute and deliver to the Agent, that for its acceptance and recording in the Borrower Register, an Assignment and the Agent may continue Acceptance, together with any Note or Notes subject 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 will pay a nonrefundable processing fee of $3,000 to the AssigneeAgent for its own account. Upon such execution, shall have been given to delivery, acceptance and recording of the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor Lender or Assignee has paid to the Agent a processing fee in the amount of $3,000. (b) From from and after the effective date that specified therein, which effective date shall be at least five Business Days after the execution thereof (unless the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing feeshall otherwise agree), (iA) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a the assigning Lender 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 such assigning Lender’s 's rights and obligations under this Agreement, such 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 assigning 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 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 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 Borrower to the Agent or any Lender in the Collateral; (ii) such assigning 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 the Borrower or the performance or observance by 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 give notice thereof 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 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 power, 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 Lenders. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, will execute and deliver to deal solely and directly with the originating Lender Agent, in connection with exchange for the originating Lender’s rights and obligations under this Agreement and surrendered Note or Notes, a new Note or Notes to 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% order of the Lenders), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation; except thatAssignee (and, 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 assigning 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 has retained any portion of its rights under and interest in this Agreement in favor obligations hereunder, to the order of any Federal Reserve Bank the assigning Lender), prepared 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.provisions of

Assignments; Participations. (a) Any Each Lender may, with the prior written consent of the Agent (which consent shall not be unreasonably withheld)Agent, assign all or, if less than all, a portion equal to at least $10,000,000 in the aggregate for the assigning Lender, of such rights and delegate obligations under this Agreement to one or more Eligible Assignees Transferees or Approved Funds (provided that no 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 the 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) such assignment is in connection with any assignment and delegation by merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of a Lender or (y) such assignment is made by Existing Term Loan Lender with regard to an Affiliate of such Lender) (each an “Assignee”) all, 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 (provided that, unless an assignor Lender has assigned and delegated all portion 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)Existing Term Loan Commitment; provided, however, that the Borrower Borrowers and the Agent may continue to deal solely and directly with such the assigning Lender in connection with the interest so assigned to an Assignee until (i) such time as written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, assignment shall have been given to delivered by the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment and (iii) unless the assignment is to a Lender’s Affiliate, the assignor assigning Lender or Assignee has paid the assignee to the Agent a processing fee in the amount of $3,000Agent. (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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cd) By executing execution and delivering delivery to each other of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower any Borrower, any Guarantor or any of their respective Subsidiaries or the performance or observance by the any 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 assigning Lender or any other 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 power, 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. (d) Immediately upon satisfaction . Agent and Lenders may furnish any information concerning any Borrower or any Guarantor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Total Commitment and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Accommodations, without the consent of Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Total Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) and Borrowers, the Borrower other Lenders and the Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), 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 the Borrower 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; 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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A 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 FRB Loans as collateral security for loans to the Lenders or U.S. Treasury Regulation 31 CFR §203.14their 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 Federal Reserve Bank may enforce 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 pledge Persons in connection with defending the Liabilities. (g) Borrowers shall assist Agent or security interest 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 manner permitted under applicable lawselling 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 the Agent (which consent shall not be unreasonably withheld), may assign and delegate to one or more Eligible Assignees (provided that no consent all or a portion of the Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender) (each an “Assignee”) allits interests, 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 (provided that, unless an assignor Lender has assigned the Revolving Credit Loans at the time owing to it 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 $5,000,000the Notes held by it); 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 (i) 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 instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note Note or notes Notes subject to such assignment and such assignee's commitment percentage of the Agent's syndication expenses, (iiiv) unless such assignment shall not, without the assignment is consent of each Borrower, require any Borrower to file a Lender’s Affiliateregistration statement with the Securities and Exchange Commission or apply to or qualify the Revolving Credit Loans or the Notes under the blue sky laws of any state, (vi) the assignor representation contained in Section 13.3 hereof shall be true with respect to any such proposed assignee and (vii) such Lender or Assignee has paid provides notice to each Borrower of the Agent a processing fee in identity of the amount of $3,000. (b) From Eligible Assignee. Upon such execution, delivery, acceptance and recording, from and after the effective date that the Agent notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of Transfer, which effective date shall be at least five (5) Business Days after the above-referenced processing feeexecution thereof, (ix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations have been assigned to it pursuant to provided in 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 assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (cb) By executing and delivering an Assignment and AcceptanceTransfer, the assigning Lender assignor 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 assigning Lender assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document instrument or document furnished pursuant hereto or the attachment, perfection, or priority of any Lien granted by the Borrower to the Agent or any Lender in the Collateralhereto; (ii) such assigning Lender assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the any Borrower or the performance or observance by the any 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 assigning Lender assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (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 power, 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) Immediately upon satisfaction 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 requirements written consent to such assignment, the Agent shall, if such Assignment and Transfer has been completed and is in the form of Section 13.2(a)Exhibit D, this Agreement shall be deemed to be amended (i) accept such Assignment and Transfer, (ii) record the information contained therein in the Register, (iii) give prompt notice thereof to the extentLenders and each Borrower, but only 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 extentAgent in exchange for the surrendered Note or Notes, necessary a new Note or Notes to reflect the addition 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 resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments order of the assigning Lender pro tantoin 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) Any Each Lender may at may, without the consent of any time Borrower, sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in all or a portion of the Borrower its rights and obligations under this Agreement (including, without limitation, all or a “Participant”) participating interests in any Loans, the Commitment portion of that Lender its commitments hereunder and the other interests of that Lender (Revolving Credit Loans owing to it and the “originating Lender”) hereunder and under the other Loan DocumentsNotes held by it); provided, however, that (i) each such participation shall be in an amount not less than the originating Minimum Commitment, (ii) such Lender’s 's obligations under this Agreement (including, without limitation, its commitments hereunder) shall remain unchanged, (iiiii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iiiiv) such Lender shall remain the Borrower holder of the Notes held by it for all purposes of this Agreement, (v) each Borrower, the Agent and the Agent other Lenders shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s '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 and or the other Loan Security Documents), and (ivvi) no Lender any such disposition shall transfer 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 grant the Notes under the blue sky law of 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 Agreementstate. (f) Notwithstanding Any Lender may, in connection with any other provision in assignment, proposed assignment, participation or proposed participation pursuant to this AgreementSection 13.2, disclose to the assignee, participant, proposed assignee or proposed participant, any information relating to each Borrower furnished to such Lender may at by or on behalf of such Borrower; provided that, prior to any time create 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 security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor third party beneficiary thereof) to preserve the confidentiality of any Federal Reserve Bank 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 accordance with Regulation A the preparation of an information memorandum and the verification of the FRB 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 U.S. Treasury Regulation 31 CFR §203.14participation, including, without limitation, financial information, evaluations and projections; (iv) confirmation as to the accuracy and completeness of such Federal Reserve Bank 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 enforce such pledge or security interest in reasonable request; and (vi) the execution and delivery of any manner permitted under applicable lawand all agreements, notes and other documents and instruments as shall be requested.

Assignments; Participations. (a) Any Each Lender maymay (i) assign all or a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Commitments, the Loans owing to it and its rights and obligations as a Lender with respect to Letter of Credit Accommodations) and the written consent 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 Agent 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 (which consent shall not be unreasonably withheld), ii) assign all or a portion of its rights and delegate obligations under 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 no A) the consent of the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate Eligible Transferee pursuant to clause (ii) above, which consent shall not be unreasonably withheld, (B) absent the existence of an 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 bank, 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 Lenderinformation 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 “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 an 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 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 “Assignee”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) all, of the Code and (F) any Lender desiring to assign all or any ratable part portion of all, of the Loans, the Commitments and the other its rights and obligations under this Agreement to a Person other than a Lender 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 hereunderwho has received such offer shall have the right, in a minimum amount of $5,000,000 (but no obligation, to accept such assignment, provided that, unless an assignor no later than seven (7) days after receipt of such notice, each such Lender has assigned shall advise Administrative Agent 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); provided, however, that the Borrower and the Agent may continue whether it intends to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of accept such assignment, together with payment instructions, addresses and related information with respect any Lender that has not responded within such period shall be deemed to the Assignee, shall have been given to the Borrower and the Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to declined such assignment and (iii) unless in the assignment is to a Lender’s Affiliateevent that more than one Lender accepts such assignment, the assignor assigning Lender or Assignee has paid shall assign its rights and obligations to the Agent such Lenders on a processing fee in the amount of $3,000pro rata basis. (b) From Administrative Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Administrative 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, any Obligor, Agents 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 notifies the assignor Lender that it has received an executed specified in each Assignment and Acceptance and payment of the above-referenced processing feeAcceptance, (i) the Assignee assignee thereunder shall be a party hereto and to the other Financing Agreements and, to the extent that rights and 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 Agreement. In the case of an Assignment and Acceptance covering event that any Lender assigns or otherwise transfers all or any part of the remaining portion Obligations, Administrative Agent shall so notify Borrower and Borrower shall, upon the request of an the Administrative Agent, execute new promissory notes in exchange for the promissory notes of such assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto)if any. (cd) By executing execution and delivering delivery of an Assignment and Acceptance, the assigning Lender thereunder assignor 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 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 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 the Borrower to the Agent or any Lender in the Collateral; (ii) such the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any Obligor or any of their Subsidiaries or the performance or observance by the 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 assigning Lender or any other Lender, 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 Financing Agreements, (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 Financing Agreements as are delegated to the Agent Agents by the terms hereofhereof and thereof, together with such powers, including the discretionary rights and incidental power, 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. (d) Immediately upon satisfaction . Agents and Lenders may furnish any information concerning Borrower or any Obligor in the possession of the requirements of Section 13.2(a), this Agreement shall be deemed either Agent or any Lender from time to be amended time to the extent, but only to the extent, necessary to reflect the addition of the Assignee assignees and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tantoParticipants. (e) Any Each Lender may at any time sell participations to one or more commercial banks, financial institutions, banks or other Persons not Affiliates entities in or to all or a portion of the Borrower (a “Participant”) participating interests in any Loans, the Commitment of that Lender its rights and obligations under this Agreement and the other interests Financing Agreements (including, without limitation, all or a portion of that Lender (its Commitments and the “originating Lender”) hereunder Loans owing to it and under its participation in the Letter of Credit Accommodations, without the consent of Administrative Agent or the other Loan DocumentsLenders); provided, howeverthat, that (i) the originating such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) the originating such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower and the Borrower, and Administrative Agent shall continue to deal solely and directly with the originating such Lender in connection with the originating such Lender’s rights and obligations under this Agreement and the other Loan DocumentsFinancing Agreements, and (iviii) no Lender shall transfer or grant any participating interest under which the Participant has shall not have any rights to approve any amendment to, or any consent or waiver with respect to, under this Agreement or any other Loan Document (other than amendments, modifications and waivers requiring the approval of 100% of the Lenders), other Financing Agreements (the Participant’s rights against such Lender in respect of such participation (including rights in connection with increased costs pursuant to Section 3.3 hereof) to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower or any Obligor hereunder shall be determined as if such Lender had not sold such participation; except thatprovided, if amounts outstanding under this Agreement are due and unpaid, or that the Borrower shall not be required to reimburse any Participant pursuant to the increased cost provisions of Section 3.3 in any amount which exceeds the amount that would have been declared or shall have become due and payable upon under such provisions to such Lender had such Lender not sold such participation, (iv) absent the occurrence existence of an Event of Default, each Participant the consent of Borrower, which consent shall not be unreasonably withheld, shall be deemed required in connection with any participation to an Eligible Transferee that does not consist of (A) any Lender’s 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, and (v) if such Participant is not a bank, represent that either (A) no part of its acquisition of its participation is made out of assets of any employee benefit plan, or (B) after consultation, in good faith, with Borrower and provision by Borrower of such information as may be reasonably requested by the Participant, the acquisition and holding of such participation does not constitute a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code, or (C) such participation is an “insurance company general account, “ as such term is defined in the “PTCE 95-60”, and, as of the date of the transfer there is no “employee benefit plan” with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such “employee benefit plan” and all other “employee benefit plans” maintained by the same employer (and affiliates thereof as defined in Section V(a)(1) of PTCE 95-60) or by the same employee organization (in each case determined in accordance with the provisions of PTCE 95-60) exceeds ten (10%) percent of the total reserves and liabilities of such general account (as determined under PTCE 95-60) (exclusive of separate account liabilities) plus surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed with the state of domicile of the Participant. As used in this Section, the term “employee benefit plan” shall have the 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 meaning assigned to it in Title I of ERISA and shall also include a “plan” as a Lender under this Agreementdefined in Section 4975(e)(1) of the Code. (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 Nothing in this Agreement in favor of shall prevent or prohibit any Lender from pledging its Loans hereunder to a Federal Reserve Bank in accordance with Regulation A support of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and borrowings made by such Lender from such Federal Reserve Bank may enforce Bank. (g) Borrower shall, and shall cause each of its Subsidiaries to, assist any Agent or any Lender permitted to sell assignments or participations under this Section 13.6 in whatever manner reasonably necessary in order to enable or effect any such pledge assignment or security interest 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 its Subsidiaries and their affairs provided, prepared or reviewed by Borrower that are contained in any manner permitted under applicable lawselling materials and all other information provided by it and included in such materials.