Common use of Assignments and Participations in Loans Clause in Contracts

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (A) Each Lender may may, at its expense, assign all or any portion of its rights and delegate all or any portion of its obligations under this Agreement in whole or in part to another Person; provided, that (a) such Lender shall -------- first obtain Person without the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 Borrower or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D)any other Loan Party. In the case of an assignment authorized ----------------- under this subsection 9.18.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The hereunder and the assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "“Lender"”. (B) Each Lender may may, at its expense, sell participations in all or any part of any Loans made by it and other Obligations to another Person; provided, that any such participation shall be in a minimum amount of $1,000,000, and provided, further, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents)participation. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant under each participation shall for purposes of subsections 2.5, 2.6, 2.8, 2.98.2, 2.10, 9.4 9.1 and ------------------------------- 10.2 of this Agreement 9.2 be considered to be a "“Lender". ----”. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between shall hold all non-public information regarding Borrower and its Subsidiaries and its and their business identified as such Borrower and obtained by Lender pursuant to the requirements hereof (“Confidential Information”) in accordance with Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Notwithstanding anything in this section to the contrary: (1) any Confidential Information may be disclosed by Lender (the “Disclosing Party”) if the Disclosing Party is compelled by judicial process or is required by law or regulation or is requested to do so by any examiner or any other regulatory authority or recognized self-regulatory organization including, without limitation, the New York Stock Exchange, the Federal Reserve Board, the New York State Banking Department and the Securities & Exchange Commission (any such Person being a “Regulatory Authority”), in each case having or asserting jurisdiction over the Disclosing Party, provided that prior to any such disclosure compelled by judicial process or pursuant to a formal investigation, the Persons obtaining Disclosing Party, to the extent that it is permitted by applicable law to do so, shall give the Borrower (the “Non-Disclosing Party”) prompt written notice upon its receipt of any such judicial process or notice of the existence of any such investigation so that the Non-Disclosing Party may object to the assertion of jurisdiction by such Regulatory Authority or seek a protective order or other appropriate remedy, and the Disclosing Party shall use reasonable efforts to cooperate with the Non-Disclosing Party at the expense of the Non-Disclosing Party in seeking to object to the assertion of jurisdiction of such Regulatory Authority or obtain such protective order or other appropriate remedy. (2) The obligations of Lender under this Section with respect to Confidential Information shall not apply to any Confidential Information which, as of the date of disclosure to Lender, is in the public domain or subsequently comes into the public domain other than as a result of a breach of the obligations of Lender hereunder, or any information agrees that was or becomes available to maintain Lender from a person or source that is not, to the best knowledge of Lender , bound by a confidentiality of agreement with the Borrower or any Loan Party or otherwise prohibited from transferring such information to Lender or any information which was or becomes available to Lender without any obligation of confidentiality prior to its disclosure by or on behalf of such Person. (3) Notwithstanding anything to the extent required contrary contained herein or in any other Loan Document, all Persons may disclose to any and all Persons, without limitation of any kind, the U.S. federal, State or local tax treatment of the Loan, or any of the transactions contemplated by subsection 10.21. ----------------this Agreement or any other Loan Document (collectively, the “Transactions”), any fact that may be relevant to understanding the U.S. federal, State or local tax treatment of the Transactions and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal, State or local tax treatment, other than the name of or identifying information with respect to any party identified herein or in any other Loan Document or any pricing terms or other nonpublic business or financial information (including Collateral value and financial covenants) that is unrelated to the U.S. federal, State or local tax treatment of the Transactions and is not relevant to understanding the U.S. federal, State or local tax treatment of the transaction. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] Notes held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; providedPROVIDED, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(E). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". No Lender will directly assign its rights to a Foreign Lender unless such Foreign Lender has provided such Lender with a current Certificate of Exemption. (B) Each Lender may sell participations in all or any part of any Loans made by it to another PersonPerson (provided that such Lender shall remain responsible for the performance of its obligations hereunder); providedPROVIDED, that any such participation shall be in a minimum amount of $5,000,000, and PROVIDED, FURTHER, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, and the participant under each participation shall for purposes of subsections subsection 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower any Loan Party and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ----------------. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (Aa) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 9.1(b), (ii) by way of participation in accordance with the provisions of Section 9.1(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.1(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.1(b) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy, or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and delegate its obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in Letter of Credit Exposure and Swing Line Loans) at the time owing to another Personit); provided, provided that (ai) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in Section 9.1(g)) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Lender shall -------- first obtain assignment, determined as of the written consent date the Assignment Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment Agreement, as of Agentthe Trade Date, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such partial assignment shall be made as an assignment of a pro rata portion proportionate part of all such the assigning Lender's ’s rights and obligations under this Agreement with respect to the Loans and Commitments hereunderor the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of Swing Line Loans; (iii) any assignment of a Commitment must be approved by Administrative Agent, Swing Line Lender, and Issuing Bank (iieach such approval not to be unreasonably withheld or delayed) unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to such each assignment shall execute and deliver to Administrative Agent for an Assignment Agreement, together with a processing and recordation fee of $3,500. Subject to acceptance and recording a Lender Addition Agreement together with (x) a processing thereof by Administrative Agent pursuant to Section 9.1(c), from and recording fee of $2,500 payable to Agent and (y) after the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1effective date specified in each Assignment Agreement, the assignee Eligible Assignee thereunder shall havebe a party to this Agreement and, to the extent of the interest assigned by such -------------- Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.7, 2.8, and 9.2 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.1(d). (c) Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agent’s office a copy of each Assignment Agreement delivered to it and a Register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and Letter of Credit Exposure owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive, and Borrower, Administrative Agent, and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in Letter of Credit Exposure and Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification, or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver, or other modification described in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) or (x) of Section 9.4(a) that directly affects such Participant. Subject to Section 9.1(e), Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.7 and 2.8 to the same rights, benefits and obligations extent as it would if it were a Lender hereunderand had acquired its interest by assignment pursuant to Section 9.1(b). The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and Each Participant agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be subject to Section 9.3 as though it were a "Lender". (Be) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation A Participant shall not be entitled to require such receive any greater payment under Section 2.7 or 2.8 than the applicable Lender would have been entitled to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable receive with respect to any Loan in which the participation sold to such holder participates; (b) any extension Participant, unless the sale of the Termination Date or participation to such Participant is made with Borrower’s prior written consent. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the date fixed for any payment benefits of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all Section 2.7 unless Borrower is notified of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered sold to be a "Lender". ----such Participant. (Cf) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Any Lender may at any time create pledge or assign a security interest in all or any portion of its rights under this Agreement (includingincluding under its Note, without limitationif any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) As used in this Section 9, the Loans owing to it and following terms have the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).following meanings:

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) such Lender shall -------- first obtain the written consent of AgentAgent and Borrower Representative, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower Borrowers hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any participation will give rise to a direct obligation of Borrowers to the participant, and the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower Borrowers and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning any Holding Party, any Borrower and its any of their respective Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ----------------. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Personan Eligible Assignee; provided, that (a) such Lender shall -------- first obtain the written consent of AgentAdministrative Agent (except that no such consent shall be required in connection with assignments by Term Loan C Lenders which are insurance companies), which shall not be unreasonably withheld, and the Administrative Agent shall deliver prior written notice to the Borrowers, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (cc)(i) unless consented to by the Administrative Agent (except that no such consent shall be required in connection with assignments by Term Loan C Lenders which are insurance companies) (i) , which consent shall not be unreasonably withheld or delayed, each such assignment shall be of a pro rata portion (except in the case of Term Loan C) of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Administrative Agent for acceptance and recording a Lender Addition an Assignment and Acceptance Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Administrative Agent and (y) each of the Revolving Note[s] Notes, if any, originally delivered to the assigning Lender. The administrative fee referred to in clause (c) of the preceding sentence shall not apply to an assignment described in paragraph (D) below. Upon receipt of all of the foregoing, Administrative Agent shall notify Borrower Borrowers of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D2.1(F). In the case of an assignment authorized ----------------- under this subsection 9.19.5, the assignee shall have, be considered to be a "Lender" hereunder and Borrowers hereby acknowledge and agree that any assignment will give rise to a direct obligation of Borrowers to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunderassignee. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or the assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender"its Commitment. (B) Each Lender may sell participations in all or any part of any Loans or Commitments made by it to another Person; provided, that all and any such participation shall be in a minimum amount of $5,000,000. All amounts payable by -------- Borrower Borrowers hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, amount or an interest rate or fees payable with respect to on any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees principal payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents)Collateral. Borrower Borrowers hereby acknowledges acknowledge and agrees agree that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 9.6 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 9.5(A) no Lender -------------- shall, as between Borrower Borrowers and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning each Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees Eligible Assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.2110.18. ----------------Each Borrower agrees that it will use its best efforts to assist and cooperate with Administrative Agent and any Lender in any manner reasonably requested by Administrative Agent or such Lender to effect the sale of a participation or an assignment described above, including without limitation assistance in the preparation of appropriate disclosure documents or placement memoranda. Notwithstanding anything contained in this Agreement to the contrary, so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no Person shall become a Lender hereunder unless such Person shall also be capable of making LIBOR Loans. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time (a) following written notice to Administrative Agent, create a security interest in all or any portion of its rights under this Agreement (including, without limitation, or the Loans owing to it and the Revolving Note[s] held by it other Loan Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve SystemSystem and (b) subject to complying with the provisions of subsection 9.5 (A) (other than the payment of the administrative fee referred to in clause (c) of subsection 9.5 (A)), assign all or any portion of its funded loans to an Eligible Assignee which is a Subsidiary of such Lender or its parent company, to one or more other Lenders, or to a Related Fund. For purposes of this paragraph, a "Related Fund" means, with respect to any Lender, a fund or other investment vehicle that invests in commercial loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor. (E) Administrative Agent shall maintain at its office in Chicago, Illinois a copy of each Assignment and Acceptance Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the commitments of, and principal amount of the Loans owing to each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be presumptive evidence of the amounts due and owing to Lender in the absence of manifest error. Borrowers, Administrative Agent and each Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time upon reasonable prior notice.

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Personan Eligible Assignee; provided, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Agent and (y) each of the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(G). In To the case extent of an assignment authorized ----------------- under this subsection 9.19.5, upon Agent's receipt and acceptance of the Assignment and Acceptance Agreement and Agent's receipt of the recording fee set forth above, the assignee shall have, be considered to the extent of such -------------- assignment, the same rights, benefits be a "Lender" hereunder and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee assignee. The assigning Lender shall be considered relieved of its obligations hereunder with respect to be a "Lender"the assigned portion of its Commitment. (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, amount or an interest rate or fees payable with respect to on any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).and

Assignments and Participations in Loans. (A) A. Each Lender may assign to one or more assignees all or a portion of its interests, rights and delegate its obligations under this Agreement (including all or a portion of any of its commitments and the Loans at the time owing to another Personit); provided, however, that (ai) such except in the case of an assignment to a Lender shall -------- first obtain the or an Affiliate of a Lender, each of Administrative Agent and Borrower must give its prior written consent of Agent, to such assignment (which consent shall not be unreasonably withheld), (bii) in the case of any assignment of any Commitment, Fronting Bank must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the commitments, in the case of an assignment of Commitments and Loans of the assigning Lender being assigned subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event not be less than the lesser of (i) $5,000,000 or (ii) the entire amount entirety of the Commitments and Loans of such assigning Lender and Commitment, as applicable, (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (iiiv) the parties to each such assignment shall execute and deliver to Administrative Agent for an Assignment and Acceptance and, a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and provided further that any consent otherwise required under this paragraph shall not be required if a Potential Event of Default or an Event of Default has occurred and is continuing. Upon acceptance and recording a Lender Addition Agreement together with pursuant to subsection 9.2D, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof unless Administrative Agent shall otherwise agree, (x) a processing and recording fee of $2,500 payable to Agent and (yA) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent assignee thereunder shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall havebe a party hereto and, to the extent of the interest assigned by such -------------- assignmentAssignment and Acceptance, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges under this Agreement and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each the assigning Lender may sell participations thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or any part the remaining portion of any Loans made by it an assigning Lender's rights and obligations under this Agreement, such Lender shall cease be a party hereto but shall continue to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require the benefits of subsections 2.1H, 2.1J, 2.7F, 2.9, 2.10, and 9.4, as well as to any fees accrued for its account under subsections 2.1F and 2.6 and not yet paid). B. By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitments, and the outstanding balance of its Revolving Loans, in each case without giving effect to take assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan in which such holder participatesDocument or any other instrument or document furnished pursuant hereto, or the financial condition of Borrower or any of its Subsidiaries or the performance or observance by Borrower of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (biii) any extension such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the Termination Date most recent financial statements delivered pursuant to subsection 5.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the date fixed for any payment of principaltime, interest continue to make its own credit decisions in taking or fees payable with respect not taking action under this Agreement; (vi) such assignee appoints and authorizes Administrative Agent to any take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan in which Documents as are delegated to such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with agents by the terms of this Agreement or and the other Loan Documents). Borrower hereby acknowledges , together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 obligations which by the terms of this Agreement be considered are required to be performed by it as a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any C. Administrative Agent shall maintain at one of its obligations hereunder as offices in The City of New York a result copy of any saleeach Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, assignment, transfer or negotiation and the Commitments of, or granting of participation in, all or any part and principal amount of the Loans or other Obligations owed owing to, each Lender pursuant to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive in the absence of manifest error and Administrative Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to assignees the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and participants any Lender, at any reasonable time and from time to time upon reasonable prior notice. D. Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in subsection 9.2A and, if required, the written consent of Administrative Agent, Fronting Bank or Swingline Lender to such assignment, Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Lenders. E. Each Lender may without the consent of Borrower or Administrative Agent sell participations to one or more banks or other entities in all or a portion of its rights and/or obligations under this Agreement (including prospective assignees all or a portion of its Commitments and participantsthe Loans owing to it); provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the benefit of the cost protection provisions contained in subsections 2.1H, 2.1J, 2.7F, 2.9 and 2.10 to the same extent as if they were Lenders, provided that Borrower shall not be required to reimburse any participating bank or other entity pursuant to subsections 2.1H, 2.1J, 2.7F, 2.9 or 2.10 in an amount that would exceed the Persons obtaining amount that would have been payable thereunder to such Lender had such Lender not sold such participation, (iv) each such participating bank or other entity shall deliver all forms required under subsection 2.7F(vii) and (v) Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of Borrower relating to the Loans and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications are waivers decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans, releasing all or substantially all collateral or extending any scheduled date for reduction or termination of the Commitments). F. Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.2, disclose to the assignee or participant or proposed assignee or participant any information agrees relating to maintain Borrower furnished to such Lender by or on behalf of Borrower, provided that (i) prior to any such disclosure of information designated by Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information and (ii) the related Lender or participant shall promptly deliver a copy of such confidentiality agreement to Borrower, provided that, in the extent ease of any participation, delivery of such confidentiality agreement shall not be required by subsection 10.21. ----------------until after the consummation of such participation or until after the proposed participant or the applicable Lender shall have determined not to proceed with the proposed participation. (D) Notwithstanding any other provision set forth in this Agreement, any G. Any Lender may at any time create a security interest in assign all or any portion of its rights under this Agreement (includingto a Federal Reserve Bank; provided that no such assignment shall release a Lender from any of its obligations hereunder. Upon the request of any Lender, without limitationBorrower shall promptly execute and deliver to such Lender a note, in a form reasonably acceptable to Administrative Agent, such Lender and Borrower, evidencing the Loans owing made to it and the Revolving Note[s] held Borrower by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System)such Lender hereunder.

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) except for assignments to another Lender, an Affiliate of another Lender or any investment fund (including any securitization vehicle) that invests in commercial loans and that is managed by a Lender, an Affiliate of a Lender, the same investment advisor as the assigning Lender or by an Affiliate of such investment advisor, such Lender shall -------- first obtain the written consent of AgentAdministrative Agent and, so long as no Event of Default is continuing, Borrower Representative, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in unless otherwise agreed by Administrative Agent and, so long as no event Event of Default is continuing, Borrower Representative, be not less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Administrative Agent for acceptance and recording a Lender Addition an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 payable to Administrative Agent and (y) the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Administrative Agent shall notify Borrower of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D)) regarding issuance of Notes. In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).Notwithstanding

Assignments and Participations in Loans. (A) Each Lender may assign all or any portion of its rights and delegate all or any portion of its obligations under this Agreement in whole or in part to another Person; provided, that (a) such Lender shall -------- first obtain Person without the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D)any Loan Party. In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The hereunder and the assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower The Borrowers and Guarantors hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower Borrowers and Guarantors to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it and other Obligations to another Person; provided, that any such participation shall be in a minimum amount of $1,000,000, and provided, further, that all amounts payable by -------- Borrower Borrowers and Guarantors hereunder shall be determined as if that Lender had not sold such participation. The Borrowers and Guarantors hereby acknowledge and agree that any participation will give rise to a direct obligation of Borrowers and Guarantors to the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amountparticipant, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 2.11 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower Systems, any Borrower, any other Guarantor and its any of their respective Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ----------------). (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] Note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Personan Eligible Assignee; provided, that (a) such Lender shall -------- first obtain the written consent of each of Collateral Agent and Administrative Agent, which shall not be unreasonably withheld, (b) if such assignment takes place at a time when no Event of Default or Default is in existence, such Lender shall first obtain the written consent of Borrower, which shall not be unreasonably withheld; provided, that if Borrower fails to respond within five (5) Business Days to a request for consent, such consent shall be deemed to have been given, (c) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) d) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".be (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).and

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Revolving Loan Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Revolving Loan Commitments and Loans of such assigning Lender and Lender, (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Revolving Loan Commitments hereunder, and (iid) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (xi) a processing and recording fee of $2,500 payable to Agent and (yii) the Revolving Note[s] Note originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of all or substantially all of the Collateral (other than in accordance with the terms of this Agreement or the other Loan Documents). Borrower hereby acknowledges and agrees that the The participant under each participation shall for purposes of subsections subsection 2.8, 2.9, 2.10, 2.11, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).any

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another PersonPerson (other than any Person engaging in a business which is in direct competition with a business of Borrowers); provided, that (a) such Lender shall -------- first obtain the written consent of AgentAgent and Borrower Representative, neither of which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] Term Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower Representative of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D2.1(E). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower Holdings and Borrowers hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". As of the Closing Date, Xxxxxx intends to remain as Agent hereunder and to maintain a Pro Rata Share of at least fifty percent (50%) of the Total Loan Commitment, it being understood by the Loan Parties and the other Lenders that Xxxxxx shall have no obligation to remain as Agent and shall have no obligation to maintain, and shall have the right to dispose of, all or any portion of its Pro Rata Share of any Commitment or Loan. (B) Each Lender may sell participations in all or any part of any Loans made by it to another PersonPerson (other than any Person engaging in a business which is in direct competition with a business of Borrowers); provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower Borrowers hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower Holdings and Borrowers hereby acknowledges acknowledge and agrees agree that any participation will give rise to a direct obligation of Borrowers to the participant, and the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower Borrowers and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower Holdings and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ----------------. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] Note held by it it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (Aa) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments an assignee and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of to its obligations hereunder with respect to its Commitment or assigned portion thereof, however, the assigning Xxxxxx must still act as agent on behalf of the assignee. Borrower Xxxxxxxx hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "“Lender".” (Bb) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender Xxxxxx had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting affecting (ai) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (bii) any extension of the Commitment Termination Date or the date fixed for any payment of principal, principal or interest or fees payable due from Borrower with respect to any Loan in which such holder participates; and (ciii) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (Cc) Except as otherwise provided in this subsection 9.1 subsection, no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or of any part of the Loans Loans, the Notes or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the such Xxxxxx’s possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees ), subject to maintain the confidentiality of such information provisions hereof. (d) Notwithstanding anything to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in contrary herein, each Lender shall be entitled to assign its rights and delegate its obligations under this Agreement, any Lender may at any time create a security interest or sell participations in all or any portion part of any Loans made by it and its rights under this Agreement (includingCommitment, to any affiliate of such Lender, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor prior written consent of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System)Borrower.

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Personan Eligible Assignee; provided, provided that (a) such Lender -------- shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Agent and (y) each of the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower Borrowers, Funding Agent and Collateral Agent of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D---------- 2.1(G). In To the case extent of an assignment authorized ----------------- under this subsection 9.19.5, ------ -------------- upon Agent's receipt and acceptance of the Assignment and Acceptance Agreement and Agent's receipt of the recording fee set forth above, the assignee shall have, be considered to the extent of such -------------- assignment, the same rights, benefits be a "Lender" hereunder and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. each Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower Borrowers to the assignee and that the assignee assignee. The assigning Lender shall be considered relieved of its obligations hereunder with respect to be a "Lender"the assigned portion of its Commitment. (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided that any such participation shall -------- be in a minimum amount of $5,000,000, and provided, further, that all amounts -------- ------- payable by -------- Borrower Borrowers hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, amount or an interest rate or fees payable with respect to on any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).and

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) -------- such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,000 payable to Agent and (y) the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(B). In the case of an assignment authorized ----------------- under ---------------- this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower each Loan Party to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that any such -------- participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower hereunder -------- ------- shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that the participant under each participation shall for purposes of subsections subsection 2.7, 2.8, -------------------- 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". --------------------- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower the Loan Parties and its their respective Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it Notes in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Personan Eligible Assignee; provided, that (a) prior to the occurrence of an Event of Default which is continuing such Lender shall -------- first obtain the written consent of AgentAgent and Borrower, which shall not be unreasonably withheldwithheld (unless such assignment is required by operation of law), (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 15,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Agent and (y) each of the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(G). In To the case extent of an assignment authorized ----------------- under this subsection 9.19.5, upon Agent's receipt and acceptance of the Assignment and Acceptance Agreement and Agent's receipt of the recording fee set forth above, the assignee shall have, be considered to the extent of such -------------- assignment, the same rights, benefits be a "Lender" hereunder and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee assignee. The assigning Lender shall be considered relieved of its obligations hereunder with respect to be a "Lender"the assigned portion of its Commitment. (B) Each Lender may sell participations in all or any part of any Loans made by it to another PersonPerson identified as of June 21, 1998 to Borrower; provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, amount or an interest rate or fees payable with respect to on any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).and

Assignments and Participations in Loans. (Aa) Each The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 9.1(b), (ii) by way of participation in accordance with the provisions of Section 9.1(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 9.1(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 9.1(b) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy, or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and delegate its obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in LC Exposure) at the time owing to another Personit); provided, provided that (ai) except in the case of an assignment of the entire remaining amount of the assigning Xxxxxx's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in Section 9.1(g)) with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such Lender shall -------- first obtain assignment, determined as of the written consent date the Assignment Agreement with respect to such assignment is delivered to Administrative Agent or, if "Trade Date" is specified in the Assignment Agreement, as of Agentthe Trade Date, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such partial assignment shall be made as an assignment of a pro rata portion proportionate part of all such the assigning LenderXxxxxx's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) any assignment of a Commitment must be approved by Administrative Agent and Commitments hereunder, Issuing Bank unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iiiv) the parties to such each assignment shall execute and deliver to Administrative Agent for an Assignment Agreement, together with a processing and recordation fee of $3,500. Subject to acceptance and recording a Lender Addition Agreement together with (x) a processing thereof by Administrative Agent pursuant to Section 9.1(c), from and recording fee of $2,500 payable to Agent and (y) after the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1effective date specified in each Assignment Agreement, the assignee Eligible Assignee thereunder shall havebe a party to this Agreement and, to the extent of the interest assigned by such -------------- Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.6, 2.7, 9.2, and 9.3 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.1(d). (c) Administrative Agent, acting solely for this purpose as an agent of Xxxxxxxx, shall maintain at Administrative Agent's office a copy of each Assignment Agreement delivered to it and a Register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and LC Exposure owing to, each Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive, and Xxxxxxxx, Administrative Agent, and Xxxxxxx may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural person or Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in LC Exposure) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification, or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver, or other modification described in clauses (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) or (x) of Section 9.5(a) that directly affects such Participant. Subject to Section 9.1(e), Xxxxxxxx agrees that each Participant shall be entitled to the benefits of Sections 2.6 and 2.7 to the same rights, benefits and obligations extent as it would if it were a Lender hereunderand had acquired its interest by assignment pursuant to Section 9.1(b). The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and Each Participant agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be subject to Section 9.4 as though it were a "Lender". (Be) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation A Participant shall not be entitled to require such receive any greater payment under Section 2.6 or 2.7 than the applicable Lender would have been entitled to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable receive with respect to any Loan in which the participation sold to such holder participates; (b) any extension Participant, unless the sale of the Termination Date or participation to such Participant is made with Xxxxxxxx's prior written consent. A Participant that would be a foreign Lender if it were a Lender shall not be entitled to the date fixed for any payment benefits of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all Section 2.6 unless Borrower is notified of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered sold to be a "Lender". ----such Participant. (Cf) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Any Lender may at any time create pledge or assign a security interest in all or any portion of its rights under this Agreement (includingincluding under its Note, without limitationif any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) As used in this Section 9, the Loans owing to it and following terms have the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).following meanings:

Assignments and Participations in Loans. (A) Each Lender may assign shall have the right at any time, to (y) sell, assign, transfer or negotiate all or any part of any Loan or Loans made by it or its rights and delegate Commitments, its obligations under this Agreement participations in the Letters of Credit or any other interest herein or any other Obligations owed to another it, to any Person or (z) sell participations in all or any part of any Loan or Loans made by it or its Commitments, its participations in the Letters of Credit or any other interest herein or any other Obligations owed to it, to any Person; providedprovided that (i) no participation or assignment shall, that without the consent of Company, require Company to file a registration statement with the Securities and Exchange Commission or apply to qualify the Loans under the blue sky law of any state; (ii) in the case of an assignment, such assignment may (a) be assigned in any amount to another Lender or an Affiliate of such Lender shall -------- first obtain or another Lender with the written giving of notice to Company and Agent or (b) be otherwise assigned with the consent of Agent, Company (which consent shall not be unreasonably withheld) and the consent of Agent in an aggregate amount of at least $10,000,000; provided further, that, to the extent of such assignment in either clause (a) or (b) the amount of Commitments and Loans of ), the assigning Lender being assigned shall in no event be less than the lesser relieved of (i) $5,000,000 or (ii) the entire amount of the its obligations with respect to such Commitments and Loans of such assigning Lender and (c) (i) each such as it has so assigned; provided still further that any assignment shall be become effective five Business Days after Agent s receipt of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing written notice of such assignment from the assigning Lender and recording fee of $2,500 payable to Agent the assignee Lender and (y) a processing and recordation fee of $2,500, together with a copy of the Revolving Note[s] originally delivered assignment agreement, in connection with Agent s recording of such sale, assignment, transfer or negotiation; provided still further that all assignments pursuant to this subsection 9.1 shall be effected pursuant to an assignment agreement between the assigning Lender and the assignee Lender substantially in the form of Exhibit XIV annexed hereto; and (iii) in the case of a participation, the holder of any such participation, other than an Affiliate of such Lender. Upon receipt of all , shall not be entitled to require such Lender to take or omit to take any action hereunder, except action directly affecting the extension of the foregoingregularly scheduled maturity of any portion of the principal amount of or interest on a Loan or any fees related thereto allocated to such participation, Agent or a reduction of the principal amount of or the rate of interest payable on the Loans or any fees related thereto allocated to such participation, and all amounts payable by Company hereunder shall notify Borrower of be determined as if that Lender had not sold such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D)participation. In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The Lender, including, without limitation, the right to indemnification pursuant to subsection 9.3 and the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of the Requisite Lenders and the assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or Commitment, or, as the case may be, the assigned portion thereof. Borrower hereby acknowledges and agrees that any In the event of an assignment will give rise to a direct obligation of Borrower to hereunder the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower Commitments hereunder shall be determined as modified to reflect the Commitment of such assignee and, if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require assignment occurs while any Loan is outstanding, Agent shall, no later than five Business Days following receipt of notice thereof, record such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction assignment in the principal amountRegister as provided in subsection 2.1.F and such assignment shall become effective upon such recordation. In the event of an assignment of Notes, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension upon surrender of the Termination Date or the date fixed assigning Lender s Notes, Company shall issue and deliver to Agent for any payment of principal, interest or fees payable with respect delivery to any Loan in which such holder participates; assignee and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ---- (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that assigning Lender, be relieved if applicable, new Notes pursuant to subsection 2.1.F as necessary to reflect the new Commitments of any Lender and of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lenderassignee. Each Lender may furnish any information concerning Borrower Company and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees ), subject to maintain the confidentiality of such information to the extent required by subsection 10.21. ---------------- (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System)9.

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent and (y) the Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that all amounts payable by -------- Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower hereby acknowledges and agrees that the participant under each participation shall for purposes of subsections 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ----------------. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).

Assignments and Participations in Loans. (A) Each Lender may assign its rights and delegate its obligations under this Agreement to another Person; provided, that (a) such Lender shall -------- first obtain the written consent of Administrative and Documentation Agent and Collateral Monitoring Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c) (i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Administrative and Documentation Agent for acceptance and recording a Lender Addition 66 75 Agreement together with (x) a processing and recording fee of $2,500 payable to Administrative and Documentation Agent and (y) the Revolving Note[s] Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Administrative and Documentation Agent shall notify Borrower Collateral Monitoring Agent and Borrowing Agent of such assignment and each Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(F). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof. Each Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of such Borrower to the assignee and that the assignee shall be considered to be a "Lender". (B) Each Lender may sell participations in all or any part of any Loans made by it to another Person; provided, that any such participation shall be in a minimum amount of $5,000,000, and provided, further, that all amounts payable by -------- Borrower Borrowers hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly effecting (a) any reduction in the principal amount, interest rate or fees payable with respect to any Loan in which such holder participates; (b) any extension of the Termination Date or the date fixed for any payment of principal, principal interest or fees payable with respect to any Loan in which such holder participates; and (c) any release of substantially all of the Collateral (other than in accordance with the terms of this Agreement or the Loan Documents). Borrower Borrowers hereby acknowledges acknowledge and agrees agree that the participant under each participation shall for purposes of subsections subsection 2.8, 2.9, 2.10, 9.4 and ------------------------------- 10.2 of this Agreement be considered to be a "Lender". ----. (C) Except as otherwise provided in this subsection 9.1 no Lender -------------- shall, as between Borrower Borrowers and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loans or other Obligations owed to such Lender. Each Lender may furnish any information concerning any Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants) provided that the Persons obtaining such information agrees to maintain the confidentiality of such information to the extent required by subsection 10.21. ----------------. (D) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Loans owing to it and the Revolving Note[s] Notes held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System).