Common use of Assignment; Participations Clause in Contracts

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each Agent, the Banks and their respective successors and assigns, except that no Borrower may assign or transfer its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Obligations to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Transaction Documents and all amounts payable by the Borrowers hereunder and under the other Transaction Documents shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall -108- 114 not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (1) 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, (2) increases in the amount of such participating bank's Commitment or Term Loan Commitment, or (3) 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. The Banks may furnish any information concerning the Credit Parties in the possession of the Banks from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its Loans and Notes to 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 without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each Agent, the Banks Bank and their respective successors succes sors and assigns, except that no Borrower may assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Obligations any Revolving Loan to another bank or other entity. Each assignment shall be , in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500Borrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits 40 39 and obligations as any other it would have if it were the Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Transaction Documents and all amounts payable by the Borrowers hereunder and under the other Transaction Documents shall be determined as if such Bank had not sold such participationFacility Documents. The agreement executed by such the Bank in favor of the participant shall -108- 114 not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (1i) 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, (2ii) increases in the reduction of the principal amount of such participating bank's Commitment or Term Loan Commitment, outstanding hereunder or (3iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank. The Banks Bank may furnish any information concerning the Credit Parties Borrowers in the possession of the Banks Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks 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 addition to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its Loans and Notes to 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 without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each AgentBorrower, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, or upon ten (10) days' notice to the Borrower may assign all or any part of its Commitmentof, its Swing Line Commitment, if any, or of its ratable share of the Obligations any Revolving Loan to another bank or other entity. Each assignment shall be lender, in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other it would have if it were the Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under this Agreement or the Transaction Documents and all amounts payable by the Borrowers hereunder and under the other Transaction Documents shall be determined as if such Bank had not sold such participationRevolving Note. The agreement executed by such the Bank in favor of the participant shall -108- 114 not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (1i) the extension of a regularly scheduled payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (2ii) increases in the reduction of the principal amount of allocated to such participating bank's Commitment or Term Loan Commitment, participant or (3iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank. The Banks Bank may furnish any information concerning the Credit Parties Borrower in the possession of the Banks Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks 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 addition to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its Loans and Notes to 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 without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, each the Agent, the Banks and their respective successors and assigns, except that no the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may assignassign (subject to the prior written consent of the Borrower, which shall not be unreasonably withheld), or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, commitment or of its ratable share of the Obligations Loan to another bank or other entity. Each assignment shall be , in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company which event (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (ai) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers Borrower with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other it would have if it were a Bank hereunderhereunder and the assigning Bank shall be released from its obligations hereunder to the extent of such assignment; and (bii) in the case of a participation, the participant shall have no rights under the Transaction Facility Documents and all amounts payable by the Borrowers hereunder and Borrower under the other Transaction Documents Article 3 shall be determined as if such Bank had not sold such participation. The agreement executed by such Bank in favor of the participant shall -108- 114 not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (1i) the extension of the Termination Date, (ii) 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, (2iii) increases in the reduction of the principal amount of such participating bank's Commitment or Term Loan Commitment, outstanding hereunder or (3iv) 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. The Banks Such Bank may furnish any information concerning the Credit Parties Borrower in the possession of the Banks such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks 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), an administrative fee shall be paid to the Agent for processing such assignment in the amount of $3,000. (b) In addition to the assignments and participations permitted under this SECTION 10.4paragraph (a) above, any Bank may assign and pledge all or any portion of its Loans and Notes 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 without obtaining the Company's approvalBank. No such sale or assignment under clause (ii) of the preceding sentence shall release the selling or assigning Bank from its obligations hereunder.

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each AgentBorrower, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Obligations any Loan to another bank or other entity. Each assignment shall be , in the minimum amount amounts of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (5,000,000, in which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500Borrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other it would have if it were the Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Transaction Documents and all amounts payable by the Borrowers hereunder and under the other Transaction Documents shall be determined as if such Bank had not sold such participationFacility Documents. The agreement executed by such the Bank in favor of the participant shall -108- 114 not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (1i) 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, (2ii) increases in the reduction of the principal amount of such participating bank's Commitment or Term Loan Commitment, outstanding hereunder or (3iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank. The Banks Bank may furnish any information concerning the Credit Parties Borrower in the possession of the Banks Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks 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 addition The Bank shall have the right at any time to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its rights under the Loans and Notes or this Agreement or the Note to any of the twelve (12) Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors Banks organized under Section 4 of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank without obtaining the Company's approvalAct, 12 U.S.C. Section 341. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.such

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each AgentBorrower, the Banks Bank and their respective successors and assigns, except that no the Borrower may not assign or transfer its rights or obligations hereunder. Each The Bank may assignsell Participations in, or sell participations in, upon ten (10) days' notice to the Borrower may assign all or any part of its Commitmentof, its Swing Line Commitment, if any, or of its ratable share of the Obligations any Revolving Loan to another bank or other entity. Each assignment shall be lender, in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other it would have if it were the Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under this Agreement, the Transaction Documents and all amounts payable by the Borrowers hereunder and under the Revolving Note or any other Transaction Documents shall be determined as if such Bank had not sold such participationLoan Document. The agreement executed by such the Bank in favor of the participant shall -108- 114 not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (1i) the extension of a regularly scheduled payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (2ii) increases in the reduction of the principal amount of allocated to such participating bank's Commitment or Term Loan Commitment, participant or (3iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank. The Banks Bank may furnish any information concerning the Credit Parties Borrower in the possession of the Banks Bank from time to time to assignees and participants (including prospective assignees and participants); provided PROVIDED that the Banks 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 addition to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its Loans and Notes to 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 without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.

Assignment; Participations. This Agreement shall be -------------------------- binding upon, and ,shall inure to the benefit of, the Borrowers, each AgentBorrower, the Banks Bank and their respective successors and assigns, except that no Borrower may assign or transfer its rights or obligations hereunder. Each The Bank may assign, or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Obligations any Loan to another bank or other entity. Each assignment shall be , in the minimum amount amounts of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (5,000,000, in which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500Borrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other it would have if it were the Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Transaction Documents and all amounts payable by the Borrowers hereunder and under the other Transaction Documents shall be determined as if such Bank had not sold such participationFacility Documents. The agreement executed by such the Bank in favor of the participant shall -108- 114 not give the participant the right to require such the Bank to take or omit to take any action hereunder except action directly relating to (1i) 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, (2ii) increases in the reduction of the principal amount of such participating bank's Commitment or Term Loan Commitment, outstanding hereunder or (3iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such the Bank. The Banks Bank may furnish any information concerning the Credit Parties Borrower in the possession of the Banks Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks 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 addition The Bank shall have the right at any time to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge pled a all or any portion of its rights under the Loans and Notes or this Agreement or the Note to any of the twelve (12) Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors Banks organized under Section 4 of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.Act, 12 U.S.

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each AgentBorrower, the Banks Bank and their respective successors and assigns, assigns (except that no the Borrower may not assign or transfer its rights or obligations hereunder. Each ), and such successors and assigns shall thereupon become vested with all the benefits in respect thereof granted to the Bank herein or otherwise; provided, however, that (i) the Bank may assign, or sell participations in, assign all or any part of its Commitment, its Swing Line Commitment, if any, any Loan or of its ratable share Loans made by it only with the prior consent of the Obligations to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company Borrower (which approval shall not be unreasonably withheld withheld), and (ii) the Bank may sell participations therein, only to a bank, insurance company, trust company, brokerage house, pension fund, or delayed) and the Agents (other financial institution, in which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, rights and benefits and obligations as any other it would have if it were the Bank hereunder; , and (b) in the case of a participation, the participant shall not have no any rights under this Agreement, the Transaction Documents Note, or any other documents referred to herein (the participant's rights against the Bank in respect of such participation to be those set forth in the agreement executed by the Bank in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder and Borrower under the other Transaction Documents Article 5 hereof shall be determined as if such the Bank had not sold such participation. The , provided, however, that the Bank may not sell participations under any agreement executed by such Bank in favor of which gives the participant shall -108- 114 not give the participant the a right to require such approve or disapprove of any consent, waiver or amendment by the Bank to take or omit to take any action hereunder except action directly relating to (1) the extension of a payment date with respect to any portion provision of this Agreement (except for any provision hereof relating to the principal payment of or any amount, the date on which such payment is due, the rate at which interest accrues on any Loan or any other amount outstanding hereunder allocated to such participant, (2) increases in the amount of such participating bank's Commitment or Term Loan Commitmentpayable hereunder, or (3) the reduction release of any guarantee of, or the rate substitution or release of interest payable on any collateral security for, 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 BankLoans). The Banks Bank may furnish any information concerning the Credit Parties Borrower in the possession of the Banks Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its Loans and Notes to 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 without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunder.

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, each Agent, the Banks parties hereto and their respective successors and assigns, except that no the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank The Lender may assign, or sell participations in, all or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Obligations any Loan to another bank lender or other entity. Each assignment shall be , in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except that no such consent shall be required in connection with an assignment or participation sold by a Bank to another bank controlled by such Bank or its holding company). In the event of an assignment or participation, (a) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank Lender to the Borrowers with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500Borrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Bank it would have if it were the Lender hereunder; and (b) in the case of a participation, the participant shall have no rights under the Transaction Facility Documents and all amounts payable by the Borrowers hereunder and Borrower under the other Transaction Documents Article III shall be determined as if such Bank the Lender had not sold such participation. The agreement executed by such Bank the Lender in favor of the participant shall -108- 114 not give the participant the right to require such Bank the Lender to take or omit to take any action hereunder except action directly relating to (1i) 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, (2ii) increases in the reduction of the principal amount of such participating bank's Commitment or Term Loan Commitment, outstanding hereunder or (3iii) 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 Bankthe Lender. The Banks Lender may furnish any information concerning the Credit Parties Borrower in the possession of the Banks Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks shall require any such prospective assignee or such participant (prospective or otherwise) to agree which have agreed in writing to maintain be bound by the confidentiality provisions of such information. In addition to the assignments and participations permitted under this SECTION 10.4, any Bank may assign and pledge all or any portion of its Loans and Notes to 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 without obtaining the Company's approval. No such sale or assignment shall release the selling or assigning Bank from its obligations hereunderSection 10.13 hereof.

Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the BorrowersBorrower, each the Subsidiary Borrower, the Guarantors, the Administrative Agent, the Banks Lenders and their respective successors and assigns, except that no the Borrower, the Subsidiary Borrower and the Subsidiary Guarantors may not assign or transfer its rights or obligations hereunderhereunder except as otherwise permitted under Section 8.10(c). Each Bank Lender may assign, assign or sell participations in, in all of its rights and obligations hereunder or any part of its Commitment, its Swing Line Commitment, if any, or of its ratable share of the Obligations rights and obligations hereunder to another bank financial institution or other entity. Each assignment shall be in the minimum amount of $5,000,000 and the proposed assignee shall be subject to the prior written approval of the Company (which approval shall not be unreasonably withheld or delayed) and the Agents (which approval shall not be unreasonably withheld or delayed) (except ; provided that no such consent shall be required in connection with an any assignment or participation sold by a Bank 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 another bank controlled by such Bank or its holding company). In the be unreasonably withheld, in which event of an assignment or participation, (ai) in the case of an assignment, the assignee shall become a signatory hereto, and upon notice thereof by the Bank Lender to the Borrowers Borrower or Subsidiary Borrower with a copy to the Syndication Agent and Administrative Agent, and upon payment to the Administrative Agent by the parties to the assignment a processing and recordation fee of $3,500, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Bank it would have if it were a Lender hereunder; and (bii) in the case of a participation, the participant shall have no rights under the Transaction Facility Documents and all amounts payable by the Borrowers hereunder Borrower and the Subsidiary Borrower under the other Transaction Documents Article 4 shall be determined as if such Bank Lender had not sold such participation. The agreement executed by such Bank Lender in favor of the participant shall -108- 114 not give the participant the right to require such Bank Lender to take or omit to take any action hereunder except action directly relating to (1i) 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, (2ii) increases in the reduction of the principal amount of outstanding hereunder allocated to such participating bank's Commitment or Term Loan Commitment, participant or (3iii) 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 BankLender. The Banks Such Lender may furnish any information concerning the Credit Parties any LCC Consolidated Entity or any of their respective affiliates in the possession of the Banks such Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Banks 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 or sale of a participation interest pursuant to this paragraph (a), the assigning or selling Lender shall pay the Administrative Agent an administrative fee for processing such assignment or participation in the amount of $5,000. (b) In addition to the assignments and participations permitted under this SECTION 10.4paragraph (a) above, any Bank Lender may assign and pledge all or any portion of its Loans and Notes the Obligations held by it to (i) any affiliate of such Lender 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 without obtaining the Company's approvalBank. No such sale or assignment shall release the selling or assigning Bank Lender from its obligations hereunder.