Common use of Assignment; Participations Clause in Contracts

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerJLM Domestic Entities, MacDonald, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower JLM Domestic Entities and MacDonald may not assign or transfer its rights or obligations THEIR RIGHTS OR OBLIGATIONS hereunder. Each The Bank may may, with the prior written consent of the JLM Domestic Entities or MacDonald, assign, or sell participations participation in, all or any part of any Loan or its rights and obligations under the Loan Letters of Credit to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentJLM Domestic Entities, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; ) and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower JLM Domestic Entities under Article Articles 2 and 3 shall be determined as if such the Bank had not sold such participation. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower any JLM Entity or MacDonald in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Banks and their respective successors and assigns, except that the no Borrower may not assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which event case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (iii) in any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrower Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in . In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require provide that such Bank shall retain the sole right and responsibility to take or omit to take any action hereunder except enforce the obligations of the Borrowers hereunder, provided that action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) Bank may require the extension consent of the Final Maturity Datesuch participant. Such Bank may furnish any information concerning the Borrower Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that that, unless such prospective assignee or such participant (prospective or otherwise) is a controlled affiliate of such Bank, such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. information by executing a Confidentiality Agreement in substantially the form of Exhibit F. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,5005,000, except for any assignment to an affiliate of such assigning Bank.

Assignment; Participations. (a) This Agreement shall be -------------------------- binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Subject to the consent of the Insurance Commissioner, if required, the Bank may assign, or sell participations in, or upon ten (10) days' notice to the Borrower may assign all or any part of the of, any Revolving Loan to another bank or other entitylender, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under this Agreement, the Facility Documents and all amounts payable by Revolving Note or the Borrower under Article 3 shall be determined as if such Bank had not sold such participationPledge Agreement. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, allocated to such participant or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such -------- participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the its Commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article ARTICLE 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder hereunder, or with respect to any Commitment fees, allocated to such participant, (iiiii) the reduction of the principal amount outstanding hereunder, hereunder or (iiiiv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Banks Bank and their respective successors succes sors and assigns, except that the no Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of the any Revolving Loan to another bank or other entity, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentBorrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits 40 39 and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationDocuments. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower Borrowers in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. Borrower may not assign its rights or Obligations under this Agreement without the prior written consent of Bank. Bank may at any time assign or pledge its rights and obligations under this Agreement with the prior written consent of Borrower to any other party provided that the prior written consent of the Bank shall not be required (ai) This if an Event of Default under Section 9(a) or 9(h) of this Agreement shall be binding uponhas occurred and is continuing or (ii) if such assignment is to an affiliate of Bank. Subject to the foregoing, and all provisions contained in this Agreement or any document or agreement referred to herein or relating hereto shall inure to the benefit ofof Bank, the Borrower, the Agent, the Banks and their respective its successors and assigns, except and shall be binding upon Borrower, its successors and assigns; provided, however, that the Borrower no assignee shall be entitled to a greater payment pursuant to Section 3(i) than Bank would have been entitled to receive if it had not assigned its interest hereunder. Bank may not assign sell participations to one or transfer more Persons in or to all or a portion of its rights or and obligations hereunder. Each Bank may assignunder this Agreement; provided, or sell participations inhowever, all or any part of the Loan to another bank or other entity, in which event that (i) in the case of an assignmentBank’s obligations under this Agreement shall remain unchanged, upon notice thereof by the (ii) Bank shall remain solely responsible to the Borrower with a copy to other parties hereto for the Agent, the assignee shall have, to the extent performance of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunderobligations; and (iiiii) Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations under this Agreement and the case of a participation, the other Loan Documents. Borrower agrees that each participant shall have no rights be entitled to the benefits of Sections 3(i) 3(j), 3(k) and 4 (subject to the requirements and limitations therein, including the requirements under Sections 4(c) and (d) (it being understood that the Facility Documents documentation required under Sections 4(c) and all amounts payable by the Borrower under Article 3 (d) shall be determined delivered to Bank)) to the same extent as if it had acquired its interest by assignment; provided that such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right be entitled to require such Bank to take or omit to take receive any action hereunder except action directly relating to (igreater payment under Sections 3(i) the extension of a payment date 3(j), 3(k) and 4, with respect to any portion participation, than Bank would have been entitled to receive. If Bank sells any participations of its right and obligations under this Agreement to a non-U.S. participant, Bank shall, acting solely for this purpose as a non-fiduciary agent of the principalBorrower, interest or fees maintain a register on any amount outstanding hereunder allocated to such participant, (ii) which it enters the reduction name and address of each participant and the principal amount outstanding hereunder, amounts (iiiand stated interest) the reduction of the rate of each participant’s interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants Loans or other obligations under the Loan Documents (including prospective assignees and participantsthe “Participant Register”); provided that such Bank shall require not have any such prospective assignee obligation to disclose all or such any portion of the Participant Register (including the identity of any participant (prospective or otherwiseany information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations information under any Loan Document) to agree any person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in writing to maintain registered form under Section 5f.103-1(c) of the confidentiality United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Bank shall treat each person whose name is recorded in the Participation Register as the owner of such information. In connection with participation for all purposes of this Agreement notwithstanding any assignment pursuant notice to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500contrary.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank Subject to the consent of the Insurance Commissioner, if required, the Lender may assign, or (a) sell participations inin any Loan, (b) upon ten (10) days’ notice to the Borrower may assign all, but not a part, of any Loan to another lender, (c) without notice to the Borrower may assign all or any part of any Loan to any Affiliate of the Lender, or (d) with the prior written consent of the Borrower, which consent will not unreasonably be withheld, may assign less than all of any Loan to another bank or other entitylender, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank the Lender hereunder; and (ii) in the case of a participation, the participant shall have no rights under this Agreement or the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationNote. The agreement executed by such Bank the Lender in favor of the any participant shall not give the such participant the right to require such Bank the Lender to take or omit to take any action hereunder except action directly relating to (ia) the extension of a regularly scheduled payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (iib) the reduction of the principal amount outstanding hereunder, allocated to such participant or (iiic) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity DateLender. Such Bank The Lender may furnish any information concerning the Borrower in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection information in accordance with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment provisions set forth in the amount of $2,500Section 8.15.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of the any Loan to another bank or other entity, in minimum amounts of $5,000,000, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationDocuments. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning The Bank shall pay have the Agent an administrative fee for processing such assignment in right at any time to pledge all or any portion of its rights under the amount Loans or this Agreement or the Note to any of $2,500.the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such

Assignment; Participations. Each Bank may, with the prior written consent of the Borrower (which may be unreasonably withheld) and the Agent, assign to one or more eligible assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Advances at the time owing to it and the Notes held by it); provided, however, that (a) This Agreement each such assignment shall be binding uponof a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement, (b) the Commitment Percentage of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall inure in no event be less than $5,000,000 and must be in multiples of $1,000,000, and (c) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any Note or Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement. Notwithstanding the foregoing, each Bank may assign its interest under this Agreement without the consent of any other party (but in compliance with such reasonable documentation requirements as the Agent may impose), (A) to any institutional Affiliate of such Bank, or (B) to the Federal Reserve Bank or any branch thereof as collateral in the ordinary course of business. Notwithstanding any other provision of this Agreement, the Borrower understands that any Bank may at any time enter into participation agreements with one or more participating banks whereby such Bank will allocate certain percentages of its Commitment to such bank or banks. The Borrower acknowledges that, for the convenience of all parties, this Agreement is being entered into with the Banks only and that Borrower's obligations hereunder are undertaken for the benefit of, and as an inducement to, any such participating bank as well as the BorrowerBanks, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the Loan hereby grants to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall haveeach participating bank, to the extent of such assignment (unless otherwise provided therein)its participation in the Commitment, the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable right to set off deposit accounts maintained by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bankbank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank participating banks shall require not become "Banks" hereunder, or be entitled to directly exercise any such prospective assignee of the rights or such participant (prospective or otherwise) to agree in writing to maintain remedies of the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500Banks hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, of the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, or upon forty-five (45) days' notice may assign all or any part of the any Loan to another bank or other entitylender, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under this Agreement, the Facility Documents and all amounts payable by Note or the Borrower under Article 3 shall be determined as if such Bank had not sold such participationSecurity Agreement. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, allocated to such participant or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) . Without limiting the extension generality of the Final Maturity Dateforegoing, the Bank reserves the right to assign all or any part of any Loan or any of its rights under this Agreement to any Federal Reserve Bank; provided, however, that no such assignment shall release the Bank from its obligations hereunder. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Administrative Agent, the Banks and their respective successors and assigns, except that the Borrower Borrowers may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the any Loan or Commitment to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower Borrowers with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder, and the assignor shall, to the extent of such assignment (unless otherwise provided therein), relinquish its rights and be released from its obligations hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower Borrowers under Article 3 shall be determined as if such Bank had not sold such participationparticipation and such Bank's obligations hereunder shall remain unchanged, such Bank being solely responsible for the performance of such obligations. Each such assignment shall be to an Eligible Assignee and shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder (such Bank retaining the sole right to enforce the Obligations of the Borrowers relating to the Loans and the Notes and to approve any amendment, modification, waiver or provision of this Agreement) except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.94 88

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Lender and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder, without prior written consent of the Lender (any of such assignment or transfer without such consent shall be null and void). Each Bank may assignProvided that the requirements of Section 12.05(c) are met, Lender shall have the unrestricted right at any time or from time to time to assign or sell participations in, in all of its rights and obligations hereunder or any part of the Loan its rights and obligations hereunder to another bank or other entityfinancial institution provided that (i) each such assignment shall be in a minimum amount equal to $3,000,000 and an integral multiple of $1,000,000 in excess thereof (unless such amount constitutes the entire remaining amount of Lender's Commitment), (ii) each such assignment of Lender's Revolving Credit Commitment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of Lender's Revolving Credit Commitment, and (iii) each such assignment of Lender's Revolving Credit Commitment shall be subject to the consent of the Borrower, which consent will not be unreasonably withheld or delayed (provided that such consent shall not be required if a Default or an Event of Default has occurred and is continuing); in which event (ix) in the case of an assignment, upon notice thereof by the Bank Lender to the Borrower with a copy to the AgentBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank Lender hereunder; and (iiy) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under the Facility Documents, including, without limitation, under Article 3 4, shall be determined as if such Bank Lender had not sold such participation. The agreement executed by such Bank Lender in favor of the participant shall not give the participant the right to require such Bank Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder allocated to such participant or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity DateLender. Such Bank Lender may furnish any information concerning the Borrower Borrower, any Subsidiary or any other Obligor (or any of their respective affiliates) in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection information in accordance with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount provisions of $2,500Section 12.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Administrative Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunderhereunder without the consent of all of the Banks. Each Bank may assign, assign (with the Borrower's consent as set forth below) or sell participations in, all or any part of the Loan its Loans or Commitments (pro rata) to another anothe bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the such Bank to the Borrower with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. Any assignment pursuant to this Section 11.5 shall be in an amount not less than $5,000,000, shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000 and shall be subject to the prior consent of the Borrower (which shall not be unreasonably withheld), except that (i) no such minimum amount will be required to be transferred or retained and no such prior consent will be required if such assignment is necessary or prudent for regulatory purposes, (ii) no such minimum amount will be required to be transferred and no such prior consent will be required if the transferee is already a "Bank" hereunder and (iii) no such prior consent will be required if the transferee is a commercial bank that is an affiliate of the assigning Bank. The agreement executed by such any Bank in favor of the a participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder hereu der except action directly relating to (i) the extension of a payment date (including the Termination Date) with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500, except that such fee will not be required if the assignee is already a "Bank" hereunder or if the assignee is a commercial bank that is an affiliate of the assigning Bank.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Banks and their respective successors and assigns, except that the Borrower Borrowers may not assign or transfer its rights or obligations hereunder. Each Bank may, with the prior written consent of the Agent and, except while a Default exists and is continuing, the Borrowers (which consent of the Borrowers may not be unreasonably be withheld) assign, or sell participations in, all or any part of the any Loan or Commitment to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower Borrowers under Article 3 shall be determined as if such Bank had not sold such participation. Any assignment pursuant to this Section 11.5 shall be in an amount not less than $5,000,000 and shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000, except that (i) no such minimum amount will be required to be transferred or retained if such assignment is necessary or prudent for regulatory purposes, and (ii) no such minimum amount will be required to be transferred if the transferee is already a "Bank" hereunder. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. Notwithstanding any provision of this Section 11.5 to the contrary, in no event shall any participant have greater rights with respect to any or all of the Borrowers than those held by the Bank from which it obtained its participating interest. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure Upon thirty (30) days prior notice to the benefit of, Borrower and with the Borrower, written consent of the Agent, the Banks Agent and their respective successors and assigns, except that the Borrower (which consent shall not be unreasonably withheld), each Bank may not assign to one or transfer more commercial banks or financial institutions all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations inunder this Agreement (including without limitation, all or any part a portion of its Commitment and the Loan amounts under the Revolving Loans owing to another bank or other entityit); provided, in which event however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the case of an assignmentAssignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, upon notice thereof by any lesser increment), and (iii) the Bank parties to the Borrower with a copy each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent of the Borrower shall be required in connection with any assignment by a Bank to an Affiliate of such Bank of all or a portion of its rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall havebe a Bank party hereto and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the date of assignment (unless otherwise provided therein)and, the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, an assignment covering all or the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any remaining portion of the principalan assigning Bank's rights and obligations under this Agreement, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (abe a party hereto.), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, or upon ten (10) days' notice to the Borrower may assign all or any part of the of, any Revolving Loan to another bank or other entitylender, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under this Agreement or the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationRevolving Note. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, allocated to such participant or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each With the consent of the Borrower, which consent shall not be unreasonably withheld, the Bank may assign, or sell participations in, all or any part of the any Loan to another bank or other entity, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationDocuments. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning The Bank shall pay have the Agent an administrative fee for processing right at any time to pledge all or any portion of its rights under the Loans or this Agreement or the Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such assignment in pledge or enforcement thereof shall release the amount Bank from its obligations under any of $2,500the Facility Documents.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of the Revolving Credit Commitment or any Loan to another bank or other entityentity which is not a competitor of the Borrower or its Subsidiaries, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationDocuments. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.;

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerObligors, the Agent, the Banks and their respective successors and assigns, except that the Borrower Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or its rights and obligations under the Loan Letters of Credit to another bank or other entity, ; provided that any such assignment by such Bank of its rights and obligations in which event respect of the Letters of Credit shall require the prior consent of Chase such consent not to be unreasonably withheld; provided further that (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower Obligors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,5005,000.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank The Lender may assign, or sell participations in, all or any part of the any Loan to another bank lender or other entity, in which event (ia) in the case of an assignment, upon notice thereof by the Bank Lender to the Borrower with a copy to the AgentBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank the Lender hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 III shall be determined as if such Bank the Lender had not sold such participation. The agreement executed by such Bank the Lender in favor of the participant shall not give the participant the right to require such Bank the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity DateLender. Such Bank The Lender may furnish any information concerning the Borrower in the possession of such Bank the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree which have agreed in writing to maintain be bound by the confidentiality provisions of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500Section 10.13 hereof.

Assignment; Participations. (a) This Agreement shall be -------------------------- binding upon, and ,shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the no Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of the any Loan to another bank or other entity, in minimum amounts of $5,000,000, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationDocuments. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning The Bank shall pay have the Agent an administrative fee for processing right at any time to pled a all or any portion of its rights under the Loans or this Agreement or the Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such assignment in pledge or enforcement thereof shall release a Bank from its obligations under any of the amount of $2,500Facility Documents.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerMicro Warehouse, the Subsidiary Borrowers, the Subsidiary Guarantors, the Administrative Agent, the Banks Lenders and their respective successors and assigns, except that none of the Borrower Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank So long as any assignment or participation by any Lender of its rights and obligations in respect of the Letters of Credit shall require the prior consent of the Issuing Lender such consent not to be unreasonably withheld, each Lender may assign, or sell participations in, all or any part of the Loan any Obligation to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank Lender to the Borrower Micro Warehouse with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank Lender hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower Borrowers under Article Articles 2 and 3 shall be determined as if such Bank Lender had not sold such participation. The agreement executed by such Bank Lender in favor of the participant shall not give the participant the right to require such Bank Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity DateLender. Such Bank Lender may furnish any information concerning the Borrower Consolidated Entities in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank Lender shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5005,000.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to With the benefit of, the Borrower, written consent of the Agent, the other Banks and their respective successors and assignsthe Borrower, except that the Borrower each Bank may not assign to one or transfer more Eligible Assignees all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations inunder this Agreement (including without limitation, all or any part a portion of its Commitment and the Loan amounts under the Loans owing to another bank or other entityit); provided, in which event however, that (i) each such assignment shall be of a 42 constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $1,000,000 and shall be an integral multiple of $100,000 (or in the case of an assignmentAssignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, upon notice thereof by any lesser increment), and (iii) the Bank parties to the Borrower with a copy each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and a $2,000 processing fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall havebe a Bank party hereto and, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits that rights and obligations as (including any portion of any Commitment) hereunder have been assigned to it would pursuant to such Assignment and Acceptance, shall have if it were the rights and obligations of a Bank hereunder; hereunder and (iiy) the Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.03) and be released from its obligations under this Agreement (and, in the case of a participation, an assignment covering all or the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any remaining portion of the principalan assigning Bank's rights and obligations under this Agreement, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (abe a party hereto), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This The Program Documents are not assignable by Seller. A Buyer, in its sole discretion, may from time to time assign all or a portion of its rights and obligations under this Agreement and the Program Documents; provided, however that if such assignment is not made to an Affiliate of the Buyer, the Buyer must obtain the consent of Seller for such assignment, which consent shall not be unreasonably withheld; and provided further that the Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by the Buyer and its assignee (an "Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be binding upona party hereto and to each Program Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall inure succeed to the benefit of, the Borrower, the Agent, the Banks applicable rights and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the Loan to another bank or other entityBuyer hereunder, in which event and (ib) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall haveBuyer shall, to the extent of that such assignment (unless otherwise provided therein), the same rights, benefits rights and obligations as have been so assigned by it would have if it were a Bank hereunder; and to either (i) an Affiliate of the Buyer which assumes the obligations of the Buyer or (ii) to another Person approved by Seller (such approval not to be unreasonably withheld) which assumes the obligations of the Buyer, be released from its obligations hereunder and under the Program Documents. Unless otherwise stated in the case of a participationAssignment and Acceptance, Seller shall continue to take directions solely from the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor Agent on behalf of the participant shall not give Buyers. Subject to the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension provisions of Section 37, a payment date with respect Buyer may distribute to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee any document or such participant (prospective or otherwise) other information delivered to agree in writing to maintain the confidentiality of such informationBuyer by Seller. In connection with Notwithstanding any assignment by a Buyer pursuant to this paragraph (a)Section 29, the assigning Bank Buyers shall pay remain liable as to the Agent an administrative fee for processing such assignment in the amount of $2,500Transactions.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Subsidiary Borrower, the Guarantors, the Administrative Agent, the Banks Lenders and their respective successors and assigns, except that the Borrower, the Subsidiary Borrower and the Subsidiary Guarantors may not assign or transfer its rights or obligations hereunderhereunder except as otherwise permitted under Section 8.10(c). Each Bank Lender may assign, assign or sell participations in, in all of its rights and obligations hereunder or any part of the Loan its rights and obligations hereunder to another bank financial institution or other entity; provided that any assignment or participation by any Lender of its rights and obligations in respect of the Letters of Credit shall require the prior consent of the Issuing Lender, such consent not to be unreasonably withheld, in which event (i) in the case of an assignment, upon notice thereof by the Bank Lender to the Borrower or Subsidiary Borrower with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank Lender hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower and the Subsidiary Borrower under Article 3 4 shall be determined as if such Bank Lender had not sold such participation. The agreement executed by such Bank Lender in favor of the participant shall not give the participant the right to require such Bank Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder allocated to such participant or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity DateLender. Such Bank Lender may furnish any information concerning the Borrower any LCC Consolidated Entity or any of their respective affiliates in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment or sale of a participation interest pursuant to this paragraph (a), the assigning Bank or selling Lender shall pay the Administrative Agent an administrative fee for processing such assignment or participation in the amount of $2,5005,000.

Assignment; Participations. The Lender may assign any of its rights and obligations hereunder or under any of the other Loan Documents (ai) This Agreement shall be binding uponto a regulated financial institution without the consent of, and shall inure to the benefit ofbut upon notice to, the Borrower, the Agentand (ii) to a non-regulated financial institution with, so long as no Event of Default has occurred and is continuing, the Banks and their respective successors and assigns, except that consent of the Borrower may (such consent not assign to be unreasonably withheld, conditioned or transfer delayed). In the event the Borrower fails to respond to such request for consent within ten (10) Business Days after its rights or obligations hereunderreceipt thereof, the Borrower shall be deemed to have consented thereto. Each Bank may assignIn the event the Borrower refuses to give its consent to such request, the Borrower shall have the option of either (i) prepaying the Loan in full, without penalty, within sixty (60) days thereafter, or (ii) waiving its right to object to such assignment. The Lender may also grant or sell participations inparticipation interests in this Agreement and the other Loan Documents and all sums payable hereunder and thereunder (each, all or any part a “Participation”) so long as each of the Loan following conditions is satisfied with respect to another bank or other entity, in which event such Participation: (i) in the case absence of an assignmentEvent of Default, upon notice thereof by the Bank to proposed participant is not a Competitor of the Borrower or any Affiliate thereof; (ii) no participant shall have direct recourse against the Borrower or any Affiliate of the Borrower but only through the Lender; (iii) the Borrower shall continue to deal solely and exclusively with a copy to the Agent, Lender in connection with the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits Lender’s rights and obligations as it would have if it were a Bank hereunderunder this Agreement; and (iiiv) in any agreement or instrument pursuant to which the case Lender sells such a Participation shall provide that any action to be taken to enforce the terms of this Agreement or to amend, modify or waive any provisions thereof shall require the consent of not less than a participationmajority of the parties holding an interest this Agreement and all sums payable thereunder; provided, however, that such agreement or instrument may provide that, without the consent of each participant, the participant shall have no rights Lender may not agree to: (A) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Note, or any other amounts due by the Borrower or the Guarantor under this Agreement or any other Loan Document, (B) reduce the amount of any scheduled principal and/or interest payment due hereunder or under the Facility Documents and all Note or any fees or other amounts payable by the Borrower or the Guarantor to the Lender under Article 3 any of the Loan Documents; provided, however, that only the consent of a majority of the participants shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor necessary to amend the definition of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participant“Default Rate”, (iiC) release the reduction Guarantor of the principal amount outstanding hereunderany of its payment or performance obligations under its Guaranty, (iiiD) release, subordinate or substitute any collateral given to secure the reduction of the rate of interest payable on such amount Borrower’s obligations under this Agreement or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bankother Loan Document, or (ivE) amend, waive or modify the extension provisions of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500Section 9.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Banks Bank and their respective successors and assigns, except that the no Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of the any Loan to another bank or other entity, in minimum amounts of $1,000,000, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the AgentBorrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationDocuments. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower Borrowers in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning The Bank shall pay have the Agent an administrative fee for processing right at any time to pledge all or any portion of its rights under the Loans or this Agreement or the Notes to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U. S. C. Section 341. No such assignment in pledge or enforcement thereof shall release the amount Bank from its obligations under any of $2,500.the Facility Documents. 183

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the Agent, the Banks Lenders and their respective successors and assigns, except that the Borrower Borrowers may not assign or transfer its rights or obligations hereunder. Each Bank Lender may assign, or sell participations in, all or any part of the its commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank Lender to the Borrower Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank Lender hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower Borrowers under Article 3 2.10, 2.11 and 2.14 shall be determined as if such Bank Lender had not sold such participation. No assignment can be made without the consent of the Borrowers and the Agent (which consents will not be unreasonably withheld) or in a principal amount which is less than $5,000,000 ; provided further that no consent of the Borrowers to any assignment shall be required after the occurrence of an Event of Default which shall be continuing. The agreement executed by such Bank a Lender in favor of the any participant shall not give the participant the right to require such Bank Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of the Revolving Credit Termination Date, (ii) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (iiiii) the reduction of the principal amount outstanding hereunder, hereunder or (iiiiv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity DateLender. Such Bank Lender may furnish any information concerning the Borrower Borrowers in the possession of such Bank Lender from time to time to assignees and participants (including prospective assignees and participants)) with the prior written consent of the Borrowers, which consent shall not be unreasonably withheld; provided that such Bank Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,5002,500 shall be paid to the Agent by the assignee for processing such assignment.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerObligors, the Agent, the Banks and their respective successors and assigns, except that the Borrower Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or its rights and obligations under the Loan Letters of Credit to another bank or other entity; provided that each such assignment shall be in a minimum amount equal to $5,000,000; provided further that any such assignment by such Bank of its rights and obligations in respect of the Letters of Credit shall require the prior consent of Chase such consent not to be unreasonably withheld, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower Obligors in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,5005,000.

Assignment; Participations. Each Bank may, with the prior written consent of the Borrower (which may be unreasonably withheld) and the Agent, assign to one or more eligible assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a portion of the Advances at the time owing to it and the Notes held by it); PROVIDED, HOWEVER, that (a) This Agreement each such assignment shall be binding uponof a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Agreement, (b) the Commitment Percentage of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with 39 respect to such assignment is delivered to the Agent) shall inure in no event be less than $5,000,000 and must be in multiples of $1,000,000, and (c) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any Note or Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement. Notwithstanding any other provision of this Agreement, the Borrower understands that any Bank may at any time enter into participation agreements with one or more participating banks whereby such Bank will allocate certain percentages of its Commitment to such bank or banks. The Borrower acknowledges that, for the convenience of all parties, this Agreement is being entered into with the Banks only and that Borrower's obligations hereunder are undertaken for the benefit of, and as an inducement to, any such participating bank as well as the BorrowerBanks, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the Loan hereby grants to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall haveeach participating bank, to the extent of such assignment (unless otherwise provided therein)its participation in the Commitment, the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable right to set off deposit accounts maintained by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bankbank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank participating banks shall require not become "Banks" hereunder, or be entitled to directly exercise any such prospective assignee of the rights or such participant (prospective or otherwise) to agree in writing to maintain remedies of the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500Banks hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, With the written consent of the Agent and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower (which consent shall not be unreasonably withheld), each Bank may not assign to one or transfer more commercial banks or financial institutions all or a portion of its rights or and obligations hereunder. Each Bank may assign, or sell participations inunder this Agreement (including without limitation, all or any part a portion of its Commitment and the Loan amounts under the Revolving Loans owing to another bank or other entityit); provided, in which event however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the case of an assignmentAssignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, upon notice thereof by any lesser increment), and (iii) the Bank parties to the Borrower with a copy each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent of the Borrower shall be required in connection with any assignment by a Bank to an Affiliate of such Bank of all or a portion of its rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall havebe a Bank party hereto and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the date of assignment (unless otherwise provided therein)and, the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, an assignment covering all or the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any remaining portion of the principalan assigning Bank's rights and obligations under this Agreement, interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) cease to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (abe a party hereto.), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the its Commitment or any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder hereunder, or with respect to any Commitment fees, allocated to such participant, (iiiii) the reduction of the principal amount outstanding hereunder, hereunder or (iiiiv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Subject to Sections 10.05(b) and (c) hereof, the Bank may assignnot assign or transfer its rights under this Agreement and the Note without the prior written consent of the Borrower; provided, however, that the Bank may, without such consent or notice, sell participations in, all or any part of the any Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such the Bank had not sold such participation. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant With respect to participations and assignments of rights of the Bank permitted under this paragraph (a), the assigning Bank shall pay remain solely responsible for the Agent an administrative fee for processing such assignment performance of its obligations under this Agreement and the Borrower shall continue to deal solely and directly with the Bank in connection with the amount of $2,500Bank's rights and obligations under the Agreement.

Assignment; Participations. (a) This Agreement The Lender may assign any of its rights and obligations hereunder or under any of the other Loan Documents; provided that unless an Event of Default has occurred and is continuing, any such assignment shall be binding upon, and shall inure to the benefit of, require the Borrower’s prior written consent (such consent not to be unreasonably withheld, the Agent, the Banks and their respective successors and assigns, except that the Borrower delayed or conditioned). The Lender may not assign or transfer its rights or obligations hereunder. Each Bank may assign, also grant or sell participations inparticipation interests in this Agreement and the other Loan Documents and all sums payable hereunder and thereunder (each, all or any part a “Participation”) so long as each of the Loan following conditions is satisfied with respect to another bank or other entity, in which event such Participation: (i) in the case absence of an assignmentEvent of Default, upon notice thereof by the Bank to proposed participant is not a Competitor of the Borrower or any Affiliate thereof; (ii) no participant shall have direct recourse against the Borrower or any Affiliate of the Borrower but only through the Lender; (iii) the Borrower shall continue to deal solely and exclusively with a copy to the Agent, Lender in connection with the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits Lender’s rights and obligations as it would have if it were a Bank hereunderunder this Agreement; and (iiiv) in any agreement or instrument pursuant to which the case Lender sells such a Participation shall provide that any action to be taken to enforce the terms of this Agreement or to amend, modify or waive any provisions thereof shall require the consent of not less than a participationmajority of the parties holding an interest this Agreement and all sums payable thereunder; provided, however, that such agreement or instrument may provide that, without the consent of each participant, the participant shall have no rights Lender may not agree to: (A) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Note, or any other amounts due by the Borrower or the Guarantor under this Agreement or any other Loan Document, (B) reduce the amount of any scheduled principal and/or interest payment due hereunder or under the Facility Documents and all Note or any fees or other amounts payable by the Borrower or the Guarantor to the Lender under Article 3 any of the Loan Documents; provided, however, that only the consent of a majority of the participants shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor necessary to amend the definition of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participant“Default Rate”, (iiC) release the reduction Guarantor of the principal amount outstanding hereunderany of its payment or performance obligations under its Guaranty, (iiiD) release, subordinate or substitute any collateral given to secure the reduction of the rate of interest payable on such amount Borrower’s obligations under this Agreement or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bankother Loan Document, or (ivE) amend, waive or modify the extension provisions of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500Section 9.13.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that neither the Borrower nor any Bank may not assign or transfer its rights or obligations hereunderobligations, or transfer participations, hereunder other than as specifically permitted in this Section 11.05. Each Notwithstanding the foregoing, (i) provided that it obtains the prior written consent of the Borrower, which consent may not be unreasonably withheld or delayed, each Bank may assign, or sell transfer participations in, in all or any part of the Loan its Commitment, in principal amounts aggregating at least $5,000,000, to another bank one or more other banks or other entityentities, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) each Bank may transfer participations in all or any part of its Loans to one or more banks or other entities; provided, in each case, that the case of a participation, the participant participant(s) shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationparticipation(s). The agreement executed by any such Bank in favor of the any participant shall not give the participant the right to require prevent such Bank to take or omit to take from taking any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal, interest or fees on any amount outstanding hereunder allocated to such participantparticipant that may be outstanding or payable hereunder, (iiiii) the reduction of the principal amount outstanding hereunder, hereunder or (iiiiv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, assigns (except that the Borrower may not assign or transfer its rights or obligations hereunder. Each ), and such successors and assigns shall thereupon become vested with all the benefits in respect thereof granted to the Bank herein or otherwise; provided, however, that (i) the Bank may assign, or sell participations in, assign all or any part of any Loan or Loans made by it only with the Loan prior consent of the Borrower (which shall not be unreasonably withheld), and (ii) the Bank may sell participations therein, only to another bank a bank, insurance company, trust company, brokerage house, pension fund, or other entityfinancial institution, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, rights and benefits and obligations as it would have if it were a the Bank hereunder; , and (iib) in the case of a participation, the participant shall not have no any rights under this Agreement, the Facility Documents Note, or any other documents referred to herein (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by the Bank in favor of the participant relating thereto) and all amounts payable by the Borrower under Article 3 5 hereof shall be determined as if such the Bank had not sold such participation. The , provided, however, that the Bank may not sell participations under any agreement executed by such Bank in favor of which gives the participant shall not give the participant the a right to require such approve or disapprove of any consent, waiver or amendment by the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion provision of this Agreement (except for any provision hereof relating to the principalpayment of any amount, the date on which such payment is due, the rate at which interest or fees accrues on any Loan or any other amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding payable hereunder, (iii) or the reduction release of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bankguarantee of, or (iv) the extension substitution or release of the Final Maturity Dateany collateral security for, such Loans). Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Subsidiary Co-Borrowers, the Administrative Agent, the Banks and their respective successors and assigns, except that the Borrower Primary Obligors may not assign or transfer its their rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the Loan any Senior Obligation to another bank or other entityentity provided that any assignment or participation by any Bank of its rights and obligations in respect of the Letters of Credit shall require the prior consent of the Issuing Bank, such consent not to be unreasonably withheld, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower and the Subsidiary Co-Borrowers under Article 3 4 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower Consolidated Entities in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $2,5003,500.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assignassign (subject to the prior written consent of the Borrower, which shall not be unreasonably withheld), or sell participations in, all or any part of its commitment or the Loan to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunderhereunder and the assigning Bank shall be released from its obligations hereunder to the extent of such assignment; and (ii) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of the Termination Date, (ii) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (iiiii) the reduction of the principal amount outstanding hereunder, hereunder or (iiiiv) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank may furnish any information concerning the Borrower in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee shall be paid to the Agent for processing such assignment in the amount of $2,5003,000.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowerBorrowers, the each Agent, the Banks and their respective successors and assigns, except that the no Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Loan Obligations to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, in which event (ia) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrower Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a any other Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under the Facility Transaction Documents and all amounts payable by the Borrower Borrowers hereunder and under Article 3 the other Transaction Documents shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall -108- 114 not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i1) the extension of a payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii2) increases in the reduction amount of the principal amount outstanding hereundersuch participating bank's Commitment or Term Loan Commitment, or (iii3) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank, or (iv) the extension of the Final Maturity Date. Such Bank The Banks may furnish any information concerning the Borrower Credit Parties in the possession of such Bank the Banks from time to time to assignees and participants (including prospective assignees and participants); provided that such Bank the Banks shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with addition to the assignments and participations permitted under this SECTION 10.4, any assignment Bank may assign and pledge all or any portion of its Loans and Notes to any Federal Reserve Bank as collateral security pursuant to this paragraph (a), Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500from its obligations hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks Bank and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assignsell Participations in, or sell participations in, upon ten (10) days' notice to the Borrower may assign all or any part of the of, any Revolving Loan to another bank or other entitylender, in which event (ia) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a the Bank hereunder; and (iib) in the case of a participation, the participant shall have no rights under this Agreement, the Facility Documents and all amounts payable by the Borrower under Article 3 shall be determined as if such Bank had not sold such participationRevolving Note or any other Loan Document. The agreement executed by such the Bank in favor of the participant shall not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a regularly scheduled payment date with respect to any portion of the principal, principal of or interest or fees on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder, allocated to such participant or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank, or (iv) the extension of the Final Maturity Date. Such The Bank may furnish any information concerning the Borrower in the possession of such the Bank from time to time to assignees and participants (including prospective assignees and participants); provided PROVIDED that such the Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In connection with any assignment pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment in the amount of $2,500.