Common use of ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS Clause in Contracts

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Reimbursement Obligations. If any Lender sells a participating interest in any of the Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender Eligible Assignee is an Affiliate of the Borrowersany Credit Party, then any such assignee Lender shall have no right to (a) attend meetings of the Lenders or (b) vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11§ 14.1 or § 14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee LenderEligible Assignee’s interest in any of the Revolving Credit Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower the Borrowers or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A participation and such transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 § 14.1 or § 14.2 to the extent that such participation is beneficially owned by a Borrower the Borrowers or any Affiliate of a any Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Revolving Credit Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §1113.1 or §13.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a any Borrower or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 13.1 or §13.2 to the extent that such participation is beneficially owned by a any Borrower or any Affiliate of a any Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 13.1 or Section 13.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 13.1 or Section 13.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this Section 15.7 shall not apply to an assignee Lender or participant which is also a Lender on the Closing Date or to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of a Borrower and which, following such disclosure, has been excepted from the provisions of this Section 15.7 in a writing signed by the Required Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersa Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §1114.1 or §14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 14.1 or §14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this §20.7 shall not apply to an assignee Lender or participant which is also a Lender on the Closing Date or to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of a Borrower and which, following such disclosure, has been excepted from the provisions of this §20.7 in a writing signed by the Required Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 13.1 or Section 13.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower the Borrowers or an Affiliate of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 13.1 or Section 13.2 to the extent that such participation is beneficially owned by a Borrower the Borrowers or any Affiliate of a Borrowerthe Borrowers, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §1114.1 or §14.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 14.1 or §14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a any Borrower, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this §20.7 shall not apply to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of any Borrower and which, following such disclosure, has been excepted from the provisions of this §20.7 in a writing signed by the Majority Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 13.1 or Section 13.2, and the determination of the Required Lenders, Required Revolving Credit Lenders, SuperMajority Lenders and SuperMajority Revolving Credit Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 13.1 or Section 13.2 to the extent that such participation is beneficially owned by a Borrower the Borrowers or any Affiliate of a Borrowerthe Borrowers, and the determination of the Required Lenders, Required Revolving Credit Lenders, SuperMajority Lenders and SuperMajority Revolving Credit Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any -------- -- ----------- ---------- ---- --- --------- assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Managing Agent pursuant to §11(S)16.1 or (S)16.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Reimbursement ObligationsLoans. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Managing Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Managing Agent pursuant to §11 (S)16.1 or (S)16.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowerseither Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 15.1 or Section 15.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a either Borrower or an Affiliate of the Borrowerseither Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 15.1 or Section 15.2 to the extent that such participation is beneficially owned by a either Borrower or any Affiliate of a either Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.. 82-

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any ----------------------------------------------------- assignee Lender Bank is an Affiliate of either the Guarantors or the Borrowers, then any such assignee Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11(S)10.1 or (S)10.2, and the determination of the Required Lenders Majority Banks shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s Bank's interest in any of the Reimbursement ObligationsLoans. If any Lender Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is either a Guarantor or a Borrower or an Affiliate of either the Guarantors or the Borrowers, then such transferor Lender Bank shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 (S)13.1 or (S)13.2 to the extent that such participation is beneficially owned by a Borrower either the Guarantors or the Borrowers or any Affiliate of a Borrowereither the Guarantors or the Borrowers, and the determination of the Required Lenders Majority Banks shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender Bank in the Reimbursement Obligations Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any ----------------------------------------------------- assignee Lender Bank is an Affiliate of any of the BorrowersBorrowers or any of their Subsidiaries, then any such assignee Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11(S)14.1 or (S)14.2, and the determination of the Required Lenders Majority Banks shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s Bank's interest in any of the Reimbursement ObligationsLoans. If any Lender Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of any of the Borrowers, then such transferor Lender Bank shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 (S)14.1 or (S)14.2 to the extent that such participation is beneficially owned by a any Borrower or any Affiliate of a any Borrower, and the determination of the Required Lenders Majority Banks shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender Bank in the Reimbursement Obligations Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersa Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11(Section)14.1 or (Section)14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 (Section)14.1 or (Section)14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this (Section)20.7 shall not apply to an assignee Lender or participant which is also a Lender on the Closing Date or to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of a Borrower and which, following such disclosure, has been excepted from the provisions of this (Section)20.7 in a writing signed by the Required Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11ss.15.1 or ss.15.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Reimbursement Loans or Letter of Credit Obligations. If any Lender sells a participating interest in any of the Reimbursement Obligations Loans to a Participantparticipant, and such Participant participant is a Borrower one of the Borrowers or an Affiliate of one of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 ss.15.1 or ss.15.2 to the extent that such participation is beneficially owned by a Borrower one of the Borrowers or any Affiliate of a Borrowerone of the Borrowers, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Loans or Letter of Credit Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Documents, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Reimbursement ObligationsTerm Loans. If any Lender sells a participating interest in any of the Reimbursement Obligations Term Loans to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent other Lenders of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a any Borrower, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Term Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If ----------------------------------------------------- (notwithstanding the restrictions provided for in the definition of Eligible Assignee) any assignee Lender or New Lender is a Borrower or an Affiliate of any of the Borrowers, then any such assignee Lender or New Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent Agents pursuant to §11(S)14.1 or (S)14.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's or New Lender's interest in any of the Loans, Reimbursement Obligations or Foreign Reimbursement Obligations. If any Lender sells to a participant a participating interest in any of the Loans, Reimbursement Obligations, Foreign Reimbursement Obligations or other obligations with respect to a ParticipantLetters of Credit or Foreign Letters of Credit, and such Participant participant is a Borrower any of the Borrowers or an Affiliate of any of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to any of the Administrative Agent Agents pursuant to §11 (S)14.1 or (S)14.2 to the extent that such participation is beneficially owned by a such Borrower or any Affiliate of a such Borrower, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans, Reimbursement Obligations Obligations, Foreign Reimbursement Obligations, Letters of Credit or Foreign Letters of Credit to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender Bank is an Affiliate of the Borrowersany Borrower, then any such assignee Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 14.1 or Section 14.2, and the determination of the Required Lenders Majority Banks shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s Bank's interest in any of the Loans or Reimbursement Obligations. If any Lender Bank sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersany Borrower, then such transferor Lender Bank shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 14.1 or Section 14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a any Borrower, and the determination of the Required Lenders Majority Banks shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender Bank in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this Section 20.7 shall not apply to an assignee Bank or participant which has disclosed to the other Banks that it is an Affiliate of any Borrower and which, following such disclosure, has been excepted from the provisions of this Section 20.7 in a writing signed by the Majority Banks determined without regard to the interest of such assignee Bank or transferor Bank, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of either of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 12.1 or Section 12.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Reimbursement ObligationsLoans. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower either of the Borrowers or an Affiliate of either of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 12.1 or Section 12.2 to the extent that such participation is beneficially owned by a Borrower either of the Borrowers or any Affiliate of a Borrowereither of the Borrowers, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender Eligible Assignee is an Affiliate of the BorrowersBorrowers or any of their Subsidiaries, then any such assignee Lender shall have no right to (a) attend meetings of the Lenders or (b) vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §1114.1 or §14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee LenderEligible Assignee’s interest in any of the Revolving Credit Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower the Borrowers or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A participation and such transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 14.1 or §14.2 to the extent that such participation is beneficially owned by a Borrower the Borrowers or any Affiliate of a any Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Revolving Credit Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any ----------------------------------------------------- assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 13.1 or Section 13.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Revolving Credit Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 13.1 or Section 13.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Revolving Credit Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent or the Canadian Agent pursuant to §11Section 15.1 or Section 15.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Reimbursement ObligationsLoans. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent and the Canadian Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent or the Canadian Agent pursuant to §11 Section 15.1 or Section 15.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Loans to the extent of such participation.. 112 -105-

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of either of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 13.1 or Section 13.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Reimbursement ObligationsLoans. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower either of the Borrowers or an Affiliate of either of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 13.1 or Section 13.2 to the extent that such participation is beneficially owned by a Borrower either of the Borrowers or any Affiliate of a Borrowereither of the Borrowers, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 14.1 or Section 14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 14.1 or Section 14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a any Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this Section 20.8 shall not apply to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of any Borrower and which, following such disclosure, has been excepted from the provisions of this Section 20.8 in a writing signed by the Required Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an (other than BIII or any Affiliate of the BorrowersBIII) is controlled by or under common control with CML or any Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11ss.14.1 or ss.14.2, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Reimbursement ObligationsLoans. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is CML, a Borrower or an Affiliate of the Borrowersentity controlled by or under common control with a Borrower or CML, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 ss.14.1 or ss.14.2 to the extent that such participation is beneficially owned by CML, a Borrower or any Affiliate of an entity controlled by or under common control with a Borrower, and the determination of the Required Majority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Loans to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersa Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Section 14.1 or Section 14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Section 14.1 or Section 14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this Section 20.7 shall not apply to an assignee Lender or participant which is also a Lender on the Closing Date or to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of a Borrower and which, following such disclosure, has been excepted from the provisions of this Section 20.7 in a writing signed by the Required Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11ss.13.1 or ss.13.2, and the determination of the Required Lenders, Required Revolving Credit Lenders And SuperMajority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower the Borrowers or an Affiliate of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 ss.13.1 or ss.13.2 to the extent that such participation is beneficially owned by a Borrower the Borrowers or any Affiliate of a Borrowerthe Borrowers, and the determination of the Required Lenders, Required Revolving Credit Lenders and SuperMajority Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §1114.1 or §14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a any Borrower or an Affiliate of the Borrowersany Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 14.1 or §14.2 to the extent that such participation is beneficially owned by a any Borrower or any Affiliate of a any Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender Bank is an Affiliate of the Borrowers, then any such assignee Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11ss.15.1 or ss.15.2, and the determination of the Required Lenders Banks shall for all purposes of this Reimbursement and Pledge CreDiT Agreement and the other Loan Documents be made without regard to such assignee Lender’s Bank's interest in any of the Loans or Reimbursement Obligations. If any Lender Bank sells a participating interest in any of the Reimbursement Obligations Loans to a Participantparticipant, and such Participant participant is a Borrower one of the Borrowers or an Affiliate of one of the Borrowers, then such transferor Lender Bank shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender Bank shall have no right to vote as a Lender Bank hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 ss.15.1 or ss.15.2 to the extent extEnT that such participation is beneficially owned by a Borrower one of the Borrowers or any Affiliate of a Borrowerone of the Borrowers, and the determination of the Required Lenders Banks shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender Bank in the Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11Article X, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Reimbursement ObligationsCommitments or Revolving Credit Loans. If any Lender sells a participating interest in any of the Reimbursement Obligations Revolving Commitments or Revolving Credit Loans to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 Article X to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Reimbursement Obligations Revolving Credit Loans or Commitments to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §1114.1 or §14.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s interest in any of the Revolving Credit Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Revolving Credit Loans or Reimbursement Obligations to a Participantparticipant, and such Participant participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 14.1 or §14.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Revolving Credit Loans or Reimbursement Obligations to the extent of such participation.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowersany Borrower, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11ss. 13.1 or ss. 13.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower or an Affiliate of the Borrowersa Borrower, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 ss. 13.1 or ss. 13.2 to the extent that such participation is beneficially owned by a Borrower or any Affiliate of a Borrower, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation. The provisions of this ss. 15.7 shall not apply to an assignee Lender or participant which is also a Lender on the Closing Date or to an assignee Lender or participant which has disclosed to the other Lenders that it is an Affiliate of a Borrower and which, following such disclosure, has been excepted from the provisions of this ss. 15.7 in a writing signed by the Required Lenders determined without regard to the interest of such assignee Lender or transferor Lender, to the extent of such participation, in Loans or Reimbursement Obligations.

ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any assignee Lender is an Affiliate of the Borrowers, then any such assignee Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or other modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11ss.13.1 or ss.13.2, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to such assignee Lender’s 's interest in any of the Loans or Reimbursement Obligations. If any Lender sells a participating interest in any of the Loans or Reimbursement Obligations to a Participant, and such Participant is a Borrower one of the Borrowers or an Affiliate of the Borrowers, then such transferor Lender shall promptly notify the Administrative Agent of the sale of such participation. A Such transferor Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents for purposes of granting consents or waivers or for purposes of agreeing to amendments or modifications to any of the Loan Documents or for purposes of making requests to the Administrative Agent pursuant to §11 ss.13.1 or ss.13.2 to the extent that such participation is beneficially owned by a Borrower the Borrowers or any Affiliate of a Borrowerthe Borrowers, and the determination of the Required Lenders shall for all purposes of this Reimbursement and Pledge Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Lender in the Loans or Reimbursement Obligations to the extent of such participation.