Common use of Assignment; Participations Clause in Contracts

Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Document.

Assignment; Participations. Lender (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 without or transfer its rights or obligations hereunder. (b) Each Bank may, with the consent of the Agent and the Issuing Bank (for an assignment of Facility Letters of Credit (which consent will not be unreasonably withheld or delayed) assign all or any part of its Revolving Commitments, its Note or Loans to another bank or other Person provided, however, that: (i) no consent of the Borrower shall be required if an Event of Default under Section 9.01 hereof shall have occurred and is continuing; (except as ii) no such consent by the Borrower or the Agent shall be required in the case of any assignment to a Bank; and (iii) any such partial assignment shall be made in an amount of at least $5,000,000. Upon execution and delivery by the assignee to the Borrower and the Agent of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder (if not already a Bank) having the Commitment and Loan specified in such instrument, and upon consent thereto by the Borrower and the Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the last sentence hereofconsent of the Borrower and the Agent), the obligations, rights and benefits of a Bank hereunder holding the Commitments and Loans (or portions thereof) assigned to any it (in addition to the Commitments and Loans, if any, theretofore held by such Assignee) and the assigning Bank shall, to the extent of Lender’s Affiliatesassignment, be released from the Commitments (or portion thereof) so assigned. The parties to each such assignment shall execute and deliver to the Federal Reserve Agent, for its acceptance, an Assignment and Assumption Agreement in the form of Exhibit H (each, an “Assignment and Assumption Agreement”) together with an assignment fee of $3,500. Furthermore, if the assignee shall not be a Bank, the parties to the assignment shall deliver to the Agent an Administrative Questionnaire. (c) A Bank of New York, may sell or agree to sell to one or more banks or other entitiesPersons a participation in all or any part of any Loans held by it, or all in its Commitment, in which event each purchaser of a participation (a “Participant”) shall not, have any rights or a portion of its rights benefits under this Agreement or any Note or other Loan Document (the Participant’s rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Borrower to any Bank under Article 2 hereof in respect of Obligations held by it and its Commitment, shall be determined as if such Bank had not sold or agreed to sell any participations in such Loan and Commitment, and as if such Bank were funding each of such Obligations and Commitment in the same way that it is funding the portion of such Obligations and Commitment in which no participations have been sold. 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 with respect to any interest acquired in the Revolving Commitment and the Revolving Loans and the Term Loan Documents. In Maturity Date with respect to any interest acquired in the event of an assignment of all of its rightsTerm Loan Commitment and the Term Loans, Lender may transfer (ii) the Note to the assignee. In the event of an assignment extension of a payment date with respect to any fees payable hereunder or any portion of its rights under the Noteprincipal of or interest on any amount outstanding hereunder allocated to such Participant, Lender shall deliver to Borrower a new note(s(iii) to the order reduction of the assignee in an amount equal to the principal amount assigned outstanding hereunder, or (iv) 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. (d) In addition to the assignee assignments and a new note(sparticipations permitted under paragraphs (b) to the order of Lender in an amount equal to the principal amount retained by Lender and (collectivelyc) above, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment any Bank may assign and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of pledge all or any portion of its rights Loan and Note to: (i) any affiliate of such Bank, or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Bank from its obligations hereunder, Lender . (e) A Bank may transfer and deliver all furnish any information concerning the Borrower or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility its Subsidiaries in the matter with respect possession of such Bank from time to the property transferredtime to assignees and Participants (including prospective assignees and participants), and Lender provided that such Bank shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to require any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant Participant (prospective or proposed assignee or proposed participant any Information relating otherwise) to Borrower furnished agree in writing to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve maintain the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documentinformation.

Assignment; Participations. Lender (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliatesor transfer his or its rights or obligations hereunder. Each Bank may assign, or the Federal Reserve Bank of New Yorksell participations in, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion part of its rights hereunder, Lender may transfer and deliver all any Loan or any of the property then held by it as security for Borrower’s Obligations hereunder Commitment to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks another bank or other entities, in or to all or a portion of its rights under the Noteentity; 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 case Lender no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) 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 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. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the holder performance of this Agreement its obligations hereunder, and the Note Borrowers and accordingly Borrower the Agent shall continue to deal solely and directly with Lender such Bank in connection with Lendersuch Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that such Bank shall retain the sole right and responsibility to 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 of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding 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 may require the consent of such participant. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants); provided 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 by executing a Confidentiality Agreement and in substantially the Loan Documents. Lender may, in form of Exhibit F. In connection with any assignment or participation or proposed pursuant to this paragraph (a), the assigning Bank shall pay the Agent an administrative fee for processing such assignment or proposed participationin the amount of $5,000, disclose except for any assignment to an affiliate of such assigning Bank. (b) In addition to the assignee or participant or proposed assignee or proposed participant assignments and participations permitted under paragraph (a) above, any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender Bank may at any time assign and pledge or assign a security interest in all or any portion of its rights under this Agreement Loans to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall require the consent of the Borrowers or release Lender the assigning Bank from any of its obligations hereunder. (c) The Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at its office a copy of all notices of assignments delivered to it and a register in which it shall record the name and address of each assignee and the Loans or Commitments assigned to each such assignee. The entries in such register shall be conclusive absent manifest error and the Agent shall treat each person whose name is recorded in such register as the owner of the applicable Loan or Commitment for all purposes of this Agreement. Such register shall be available for inspection by the Borrowers at any reasonable time upon reasonable prior notice. (d) Each Bank, acting solely for this purpose as an agent of the Borrowers, shall maintain a register on which it enters the name and address of each participant and the amount of the participation sold to each such participant. The entries in such register shall be conclusive absent manifest error and such Bank shall treat each person whose name is recorded in such register as the owner of the applicable participation for all purposes of this Agreement. Such Bank shall not have any obligation to disclose such register to any person except to the extent disclosure is necessary to establish that the Loans or Commitments are in registered form under this Agreement Section 5f.103-1(c) of the United States Treasury Regulations or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documentdisclosure is otherwise required in connection with compliance with tax law.

Assignment; Participations. Lender may assign without Unless an Event of Default has occurred and is continuing, the written consent of Borrower (except as provided in the last sentence hereof)Borrower, to any which consent shall not be unreasonably withheld or delayed, is required for an assignment or transfer by Lender of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights and obligations under this Agreement and the Loan DocumentsAgreement. In the event of an assignment of all of its rightsrights hereunder, Lender may transfer the its Note to the assignee. In the event of an assignment of a portion less than all of its rights under the hereunder, then in substitution for such assigned Note, Lender Borrower shall deliver to Borrower Lender a new note(s) promissory note to the order of the assignee in an amount equal to the principal amount assigned to the assignee assignee, and a new note(s) promissory note to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the such assigned Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the such assigned Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) assigned Note to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the assigned Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender mayUnless an Event of Default has occurred and is continuing, without the prior written consent of Borrower, sell participations which consent shall not be unreasonably withheld or delayed, is required for any participation agreement or any other agreement with any person that purports to give such person, whether upon the occurrence of any of Lender’s Affiliates contingency or the Federal Reserve Bank of New Yorkotherwise, any (1) legal or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s beneficial rights under this Agreement and as against Borrower, (2) right to direct the Loan Documentsexercise by Lender of any rights it may have under this Agreement as against Borrower, or (3) right to require physical delivery of any interest paid by Borrower under this Agreement under any circumstances, unless such person has agreed that it will not make further transfers of or sales of participations in any of such interests. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof8.15, provided, further, that so long as any such Person agrees to so preserve the confidentiality of any such Information, Lender shall not be responsible for any failure by any such Person to preserve the confidentiality of such Information. Lender may at Notwithstanding anything to the contrary in this Agreement, Borrower shall not be obligated to make any time pledge greater payment under Sections 2.9(f) or assign 2.15 hereof than it would have been obligated to make in the absence of any such assignment, transfer or participation, except to the extent such obligation to make a security interest in all greater payment results from the introduction of, or any portion of its rights under this Agreement and change to or in the other Loan Documents to secure obligations of Lenderinterpretation of, including any pledge Legal Requirement that occurs after such assignment, transfer or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documentparticipation.

Assignment; Participations. Lender may Sections 10.13(a) and (b) of the Credit Agreement are hereby amended to read in their entirety as follows: (a) Each of the Lenders shall have the right at any time to assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more commercial banks or other entitiesfinancial institutions (then entitled to receive payments of principal, or all or interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) a portion of its rights and obligations under this Agreement and the Loan Documents. In the event of an assignment of all of its rights(including, Lender may transfer the Note to the assignee. In the event of an assignment of without limitation, a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectivelyRevolving Credit Commitment, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal Loans owing to the principal amount of the Note, shall be dated the effective date of the assignment it and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it obligations as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to a Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved to Letters of Credit) and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the NoteRelated Documents; provided, however, that (i) the identity of each such assignee shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld or delayed, unless such assignee is on the list of proposed assignees delivered by the Agent to the Borrower prior to the date hereof the Borrower shall not have rejected in writing such assignee in which case the consent of the Borrower shall not be required, (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance, and (iii) after giving effect to such assignment, CIT's Revolving Credit Commitment shall be at least equal to the lesser of (1) $20,000,001 and (2) an amount equal to a majority of the aggregate amount of the Revolving Credit Commitments. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (B) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. (b) By executing and delivering an Assignment and Acceptance, the assignor and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such case Lender shall remain Assignment and Acceptance, the holder assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Related Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Related Document furnished pursuant hereto; (ii) the assignor makes no representation or warranty and the Note and accordingly Borrower shall continue to deal solely and directly assumes no responsibility with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose respect to the assignee or participant or proposed assignee or proposed participant any Information relating to financial condition of the Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and Subsidiaries or the other Loan Documents to secure obligations performance or observance by the Borrower of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Related Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Related Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent or substitute any Lender and based on such pledgee documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Related Documents; (v) such assignee for Lender appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Related Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Related Documents are required to be performed by it as a party to this Agreement or any other Loan DocumentLender."

Assignment; Participations. Lender (a) This Agreement shall be binding upon, and shall inure to the benefit of, the JLM Domestic Entities, MacDonald, the Bank and their respective successors and assigns, except that the JLM Domestic Entities and MacDonald may not assign without or transfer THEIR RIGHTS OR OBLIGATIONS hereunder. The Bank may, with the prior written consent of Borrower the JLM Domestic Entities or MacDonald, assign, or sell participation in, all or any part of any Loan or its rights and obligations under the Letters of Credit to another bank or other entity, in which event (except as provided i) in the last sentence hereofcase of an assignment, upon notice thereof by the Bank to the JLM Domestic Entities, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its same rights, Lender may transfer benefits and obligations as it would have if it were a Bank hereunder) and (ii) in the Note to the assignee. In the event of an assignment case of a portion of its participation, the participant shall have no rights under the Note, Lender Facility Documents and all amounts payable by the JLM Domestic Entities under Articles 2 and 3 shall deliver to Borrower a new note(s) to be determined as if the order Bank had not sold such participation. The agreement executed by the Bank in favor of the assignee in an participant shall not give the participant the right to require 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 of or interest on any amount equal outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount assigned outstanding 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 the Bank. The Bank may furnish any information concerning any JLM Entity or MacDonald in the possession of the Bank from time to time to assignees and participants (including prospective assignees and participants); provided that 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. (b) In addition to the assignee assignments and a new note(sparticipations permitted under paragraph (a) to the order of Lender in an amount equal to the principal amount retained by Lender (collectivelyabove, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment Bank may assign and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of pledge all or any portion of its Loans, its Notes and its rights hereunder, Lender may transfer and deliver all or obligations under the Letters of Credit to (i) any affiliate of the property then held Bank or (ii) any Federal Reserve Bank but only as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect theretosuch Federal Reserve Bank. After any No such assignment or transfer, Lender the exercise of any rights thereunder shall be forever relieved and fully discharged release the assigning Bank from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates its obligations hereunder or the Federal Reserve Bank of New Yorkrelationship among the JLM Domestic Entities, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement MacDonald and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Document.

Assignment; Participations. Lender (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 without or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of the consent of Borrower Loan to another bank or other entity, in which event (except as provided i) in the last sentence hereofcase 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), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its same rights, Lender may transfer benefits and obligations as it would have if it were a Bank hereunder; and (ii) in the Note to the assignee. In the event of an assignment case of a portion of its participation, the participant shall have no rights under the Note, Lender Facility Documents and all amounts payable by the Borrower under Article 3 shall deliver to Borrower a new note(s) to the order be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the assignee in an 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 equal outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount assigned 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. (b) In addition to the assignee assignments and a new note(sparticipations permitted under paragraph (a) to the order of Lender in an amount equal to the principal amount retained by Lender (collectivelyabove, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment any Bank may assign and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of pledge all or any portion of its rights hereunder, Lender may transfer Loans and deliver all Note to (i) any affiliate of such Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent Board of Borrower, sell participations to any Governors of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in System and any Operating Circular issued by such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no . No such pledge or assignment shall release Lender the assigning Bank from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documenthereunder.

Assignment; Participations. Lender may assign (i) with the prior written consent of Borrower, which consent shall not be unreasonably withheld and which consent is not required if an Event of Default has occurred and is continuing hereunder, to one or more banks or other entities, or (ii) without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of LenderBorrower, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without may sell participations (A) with the prior written consent of Borrower, sell participations which consent shall not be unreasonably withheld, to one or more banks or other entities, or (B) without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information confidential information related to Borrower received by it from Lender as provided in Section 8.18 hereofthe Confidentiality Agreement. Lender may at any time pledge or assign a security interest in all or any portion Borrower agrees that, to the extent permitted by law, each Participant shall be entitled to the benefits of its rights under this Agreement Sections 2.15, 2.9(f), 2.9(g) and 8.2 (subject to the other Loan Documents to secure requirements and obligations of Lenderthose sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subparagraph (b) of this Section 8.12; provided that a Participant shall not be entitled to receive any greater payment under Sections 2.15, including any pledge 2.9(f) or assignment 2.9(g) than the applicable Lender would have been entitled to secure obligations receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a Federal Reserve Bank; provided, greater payment results from a Change in Law that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documentoccurs after the Participant acquired the applicable participation.

Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the any assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the NoteObligations; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note Obligations and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Document.

Assignment; Participations. (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; provided, that no Loan Party may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Lender. (b) The Lender may assign without the consent of Borrower (except as provided in the last sentence hereof)assign, to any of Lender’s Affiliatessell, or the Federal Reserve Bank of New York, or otherwise transfer to one or more banks assignees (including, without limitation, one or other entities, or more investors) all or a portion of its rights and obligations under this Agreement (including all or a portion of its commitments and the advances or loans at the time owing to it); provided however that so long as no Default or Event of Default has occurred and is continuing, any assignment to a Person other than a Permitted Assignee shall be subject to the consent of Borrowing Representative, such consent not to be unreasonably withheld, conditioned or delayed. In the event of any assignment by the Lender to an Affiliate of the Lender (an “Affiliate Assignee”), the Lender shall be deemed to act as administrative agent and collateral agent for the applicable Affiliate assignee, and the Lender will retain the sole rights to enforce this Agreement, to approve any amendment, modification, or waiver of any provision of this Agreement, and to receive or collect all payments with respect to the Lender Debt (including payments of interest on the Revolving Loan and payments of fees). By acceptance of any such assignment, each Affiliate Assignee irrevocably appoints the Lender as its administrative and collateral agent for the purposes of administrating the Loans and perfecting the Liens securing the Lender Debt, and authorizes the Lender to take such actions and to exercise such powers on behalf of such Affiliate Assignee as are reasonably necessary or advisable and incidental thereto, including the sole and exclusive authority to: act as disbursing and collecting agent; execute Loan Documents; and act as collateral agent and deal with Collateral and exercise any rights or remedies with respect to any Collateral, including the determination of whether any Receivables constitute Eligible Receivables, or whether to impose or release any reserve. Each Affiliate Assignee agrees that any action taken by the Lender in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Lender of its powers set forth herein or therein, together with such other powers that are reasonably incidental thereto, shall be authorized by and binding upon all of the Affiliate Assignees. The Lender’s exercise of its discretion in connection with the foregoing matters, if exercised in good faith, shall exonerate the Lender from liability to any Affiliate Assignee or other Person for any error in judgment. The Lender may perform any and all of its duties and exercise its rights and powers by or through any one or more agents appointed by the Lender. The Lender shall not be liable to any Affiliate Assignee for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by the Lender’s gross negligence or willful misconduct and the Lender does not assume any responsibility for any failure or delay in performance or any breach by any Loan Party of any obligations under the Loan Documents. In the event that a petition seeking relief under Title 11 of an assignment the United States Code or any other Federal, state or foreign bankruptcy, insolvency, liquidation or similar law is filed by or against Borrowers, or any of all of its rightsthem, any Guarantor, or any other Person obligated under any Loan Document, the Lender may transfer the Note is authorized, to the assigneefullest extent permitted by applicable law, to file proofs of claim on behalf of itself and the Affiliate Assignees in such proceeding for the total amount of obligations owed by the Borrowers, or any of them, any Guarantor, or any other Person under any Loan Document. BY ACCEPTANCE OF ANY SUCH ASSIGNMENT, EACH AFFILIATE ASSIGNEE AGREES TO INDEMNIFY AND HOLD HARMLESS THE LENDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, AGENTS, REPRESENTATIVES, COUNSEL AND EMPLOYEES AND EACH OTHER PERSON, IF ANY, CONTROLLING THEM OR ANY OF THEIR RESPECTIVE AFFILIATES WITHIN THE MEANING OF EITHER SECTION 15 OF THE SECURITIES ACT OF 1933, AS AMENDED, OR SECTION 20(A) OF THE EXCHANGE ACT (COLLECTIVELY, “LENDER INDEMNITEES”), TO THE EXTENT NOT REIMBURSED BY LOAN PARTIES (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF THE LOAN PARTIES UNDER ANY DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY LENDER INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM A LENDER INDEMNITEE ACTING AS AN AGENT AS DESCRIBED IN THIS SECTION. In the event Lender’s discretion, it may reserve for any such claims made against a Lender Indemnitee, and may satisfy any judgment, order, or settlement relating thereto, from proceeds of an assignment Collateral prior to making any distribution of a portion of its rights under Collateral proceeds to Affiliate Assignees. If the NoteLender is sued by any receiver, Lender shall deliver to Borrower a new note(s) to bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount defense of the Notesame, shall be dated the effective date of the assignment and otherwise shall be substantially identical promptly reimbursed to the Note. Upon receipt of Lender by each Affiliate Assignee to the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion extent of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Pro Rata Share. (c) The Lender may, without the prior consent of Borrowerthe Borrowers, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entitiesentities (a “Participant”) in all or a portion of the Lender’s rights and obligations under this Agreement (including, in or to if applicable, all or a portion of its rights commitments and the loans and advances owing to it); provided that (A) the Lender’s obligations under this Agreement shall remain unchanged, (B) the Note; provided, however, that in such case Lender shall remain solely responsible to the holder other parties hereto for the performance of this Agreement such obligations and (C) the Note and accordingly Borrower Borrowers shall continue to deal solely and directly with the Lender in connection with all of the Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which the Lender sells such a participation shall provide that the Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification, or waiver of any provision of this Agreement, except that any such agreement or instrument may provide that the Loan DocumentsLender will not, without the consent of the Participant, agree to any amendment, modification, or waiver described in Section 12.1 that affects such Participant. Lender mayEach Borrower agrees, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant fullest extent permitted under applicable law, that each Participant shall be entitled to the benefits of Section 2.5 to the same extent as if it were the Lender. A Participant shall not be entitled to receive any Information relating greater payment under Section 2.5 than the Lender would have been entitled to Borrower furnished receive with respect to Lender by or on behalf the participation sold to such Participant, unless the sale of Borrower, provided, that, the participation to such Participant is made with the Borrowers’ prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. written consent. (d) The Lender may at any time pledge or assign a security interest in all or any portion of its rights (and the Collateral) under this Agreement and the other Loan Documents to secure obligations of the Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 12.3 shall not apply to any such pledge or assignment of a security interest; provided, provided that no such pledge or assignment of a security interest shall release the Lender from any of its obligations under this Agreement or any other Loan Document hereunder or substitute any such pledgee or assignee for the Lender as a party to this Agreement or any other Loan Documenthereto.

Assignment; Participations. (a) This Agreement, the Note and all other Loan Documents shall be binding upon and shall be enforceable by the Borrower, the Lender and their respective successors and assigns, except that the Borrower shall have no right to assign any of its rights or delegate any of its obligations hereunder or under any other Loan Document without the prior written consent of the Lender (in its sole and absolute discretion). The Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliatesits Affiliates and/or any other institution, all or any part of, or any interest (undivided or divided) in, the Federal Reserve Bank Lender's rights and benefits under or with respect to this Agreement, the Loan and the other Loan Documents; and may delegate its responsibilities and obligations under this Agreement with respect to such assignment. To the extent of New Yorkthat assignment, such institution shall have the same rights and benefits against the Borrower hereunder as it would have had if such institution were the Lender hereunder and upon any delegation, the Lender shall be released from its obligations hereunder to the extent of such delegation. Upon consummation of such assignment, the Borrower shall, upon request of such assignee, execute and deliver an appropriate promissory note or notes to assignee evidencing such assignment; provided, however, that in no event shall the Borrower's liabilities and/or obligations hereunder be increased as a result of the grant of a participation interest by the Lender. The Lender shall notify the Borrower, in writing, of any such assignment by the Lender upon such assignment. (b) The Lender may at any time grant to one or more banks or other entities, or all or a portion of its rights under Affiliates and/or any other institution (each a "Participant") participating interests in this Agreement Agreement, the Loan and the other Loan Documents. In the event of an assignment any such grant by the Lender of all of its rightsa participating interest to a Participant, Lender may transfer the Note whether or not upon notice to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectivelyBorrower, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain responsible for the holder performance of this Agreement its obligations hereunder and the Note and accordingly Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s 's rights and obligations under this Agreement and the Loan DocumentsAgreement. Lender mayThe Borrower agrees that each Participant shall, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as extent provided in Section 8.18 hereof. its participation agreement, be entitled to the benefits of this Agreement, including, without limitation, Sections 2.8, 2.10, 8.5, 8.6, 8.7, 8.11 and 8.12, hereof with respect to its participating interest, and any amounts payable thereunder shall be calculated with respect to such Participant as if it were the Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bankhereunder; provided, however, that in no such pledge or assignment event shall release the Borrower's liabilities and/or obligations hereunder be increased as a result of the grant of a participation interest by the Lender. The Lender from any shall notify the Borrower, in writing, of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or participation upon any other Loan Documentsuch participation.

Assignment; Participations. Lender Neither ColorTyme nor RAC may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, their rights or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights obligations under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior written consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge assign or assign a security sell this Agreement, or any rights hereunder or interest herein, and the Receivables, without the consent of ColorTyme or RAC; provided, that in the event Lender assigns or sells all or any portion substantially all of its Lender's rights under in this Agreement and the other Loan Documents Receivables, Lender (or its assignee or transferee) shall send, within at most thirty (30) days after such assignment or sale, written notice to secure ColorTyme and RAC of such assignment or sale (such notice is herein referred to as "Lender's Assignment Notice"). After receipt of the Lender's Assignment Notice, ColorTyme and RAC shall have the right, upon ninety (90) days' prior written notice to Lender's assignee or transferee, to terminate this Agreement and arrange for the payment in full of all Receivables (such notice is herein referred to as "ColorTyme's Termination Notice" and the date specified in such notice for termination and payment in full of all Receivables is herein referred to as the "Early Termination Date"). Notwithstanding ColorTyme's Termination Notice and termination of this Agreement, all rights of Lender (and its assignee or transferee) and all duties and obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any of its obligations ColorTyme and RAC under this Agreement with respect to outstanding Receivables and all advances made to Franchisees pursuant to Lines of Credit prior to such termination shall continue until all such Receivables are fully paid in accordance with their terms and all such Lines of Credit are terminated. After receipt of ColorTyme's Termination Notice, Lender, its assignee or transferee, may notify any or all Franchisees obligated on outstanding Receivables that no advances will be made and all Lines of Credit shall be terminated on the Early Termination Date, and Lender, its assignee or transferee, shall have no obligation to make any advances to any Franchisee from and after the Early Termination Date; provided however, so long as no event of default has occurred and is continuing under the Receivables of any Franchisee, Lender's assignee or transferee, as the case may be, shall continue to make advances available under the applicable Line of Credit and/or Term Loans to such Franchisee in accordance with such Franchisee's applicable credit agreement and other Loan Document credit documentation at all times prior to the Early Termination Date. Lender may at any time sell to one or substitute more persons participating interests in any such pledgee or assignee for Lender as a party to Receivables and this Agreement without the prior consent of ColorTyme or any other Loan DocumentRAC.

Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(sa) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender maynot, without the prior written consent of the Lenders, be entitled to assign any Loan Document or any of its rights or Obligations thereunder to any other Person and any purported assignment thereof shall be deemed null and void and of no force or effect. (b) Each Lender may at any time sell, transfer, negotiate or assign (a “Sale”) to one or more Registered Entities or a Mexican Person (but excluding any entity which is (x) the Borrower or any Affiliate of the Borrower or (y) a direct competitor of Borrower, sell participations to Cone Denim LLC or their respective Affiliates) or a Mexican bank or Mexican financial institution (each an “Assignee”) all, or any ratable part of all, of such Lender’s Affiliates or Term Loans, Promissory Note and the Federal Reserve Bank other rights and Obligations of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Notesuch Lender hereunder; provided, however, that the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Term Loans subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is of the assignor’s (together with its Affiliates) entire interest in the Term Loans or is made with the prior consent of the Borrower and the Agent. The parties to each such Sale shall execute and deliver to the Agent (which shall keep a copy thereof) an Assignment and payment by the Assignee of an assignment fee in the amount of $3,500 (unless waived by Agent in its sole discretion). Upon receipt of all the foregoing, from and after the effective date specified in such case Assignment, the Agent shall record or cause to be recorded in the Register the information contained in such Assignment. Effective upon the entry of such record in the Register, (i) such Assignee shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such Assignee pursuant to such Assignment, shall have the rights and obligations of a Lender shall remain and (ii) the holder of assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Note and accordingly Borrower shall continue Loan Documents, other than those relating to deal solely and directly with Lender events or circumstances occurring prior to such assignment (and, in connection with the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the Loan Documents, such Lender shall cease to be a party hereto). Within five (5) Business Days after its receipt of notice from the Agent that a Lender mayhas assigned all or part of its interest in the Term Loans, Borrower shall execute and deliver to the assigning Lender or the Assignee, as applicable, a new Promissory Note evidencing the Assignee’s assigned portion of the Term Loans and (i) if the assigning Lender has retained a portion of the Term Loans, a replacement Promissory Note, in connection with the principal amount of the portion of the Term Loans retained by the assigning Lender (such Promissory Note to be in exchange for, but not in payment of, the Promissory Note held by the assigning Lender), or (ii) if the assigning Lender assigns its entire interest in the Term Loans, such Lender shall deliver the original Promissory Note evidencing such Term Loans to Borrower. (c) In addition to the other rights provided in this Section 11.11 each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Term Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to the Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or participation or proposed any foreclosure thereon (unless such foreclosure is made through an assignment or proposed participationin accordance with clause (b) above), disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior shall be entitled to any rights of such disclosure, the assignee or participant or proposed assignee or proposed participant Lender hereunder and no such Lender shall agree to preserve the confidentiality be relieved of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. of its obligations hereunder. (d) Each Lender may at any time pledge or assign sell to any Person (other than a security interest in all natural person or any portion Affiliate of its rights Borrower) (a “Participant”) participating interests in such Lender’s Term Loans, and the other interests of such Lender hereunder and under the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.12, 2.14, 11.12, 11.13 and 11.14 as though it also were a Lender hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the other Loan Documents occurrence of an Event of Default, each Participant shall be deemed to secure obligations have the right of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no such pledge or assignment shall release Lender from any set-off in respect of its obligations participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as if it were a Lender under this Agreement. (e) The Agent, acting as agent of the Borrower solely for tax purposes and solely with respect to the actions described in this Section 11.11(e), shall establish and maintain at its address referred to in Section 11.2 (or at such other address as the Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which the Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Agent and each Lender in the Term Loans and any assignment of any such interest and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders (and each change thereto pursuant to Section 11.11), (2) the amount of each Loan, (3) the LIBOR Period applicable to each Loan, (4) the amount of any principal or interest due and payable or paid, and (5) any other Loan Document or substitute any such pledgee or assignee for Lender as a party payment received by the Agent from Borrower and its application to this Agreement or any other Loan Documentthe Obligations.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, Micro Warehouse, the Subsidiary Borrowers, the Subsidiary Guarantors, the Administrative Agent, the Lenders and their respective successors and assigns, except that none of the Obligors may not assign or transfer their rights or obligations hereunder. 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 any Obligation to another bank or other entity, in which event (i) in the case of an assignment, upon notice thereof by the Lender to 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 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 Borrowers under Articles 2 and 3 shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such 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 of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding 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 Lender. Such Lender may furnish any information concerning the Consolidated Entities in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants); provided that such 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 Lender shall pay the Administrative Agent an administrative fee for processing such assignment in the amount of $5,000. (b) In addition to the assignments and participations permitted under paragraph (a) above, any Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of pledge all or any portion of its rights hereunder, Revolving Credit Loans and Revolving Credit Notes to (i) any affiliate of such Lender may transfer and deliver all or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent Board of Borrower, sell participations to any Governors of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in System and any Operating Circular issued by such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement and the Loan Documents. Lender may, in connection with any assignment or participation or proposed assignment or proposed participation, disclose to the assignee or participant or proposed assignee or proposed participant any Information relating to Borrower furnished to Lender by or on behalf of Borrower, provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or proposed participant shall agree to preserve the confidentiality of any Information related to Borrower received by it from Lender as provided in Section 8.18 hereof. Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that no . No such pledge or assignment shall release the assigning Lender from any of its obligations under this Agreement or any other Loan Document or substitute any such pledgee or assignee for Lender as a party to this Agreement or any other Loan Documenthereunder.