Common use of Modification of Agreement; Sale of Interest Clause in Contracts

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower and Lender. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under any of the Loan Documents or any portion hereof or thereof at any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose credit

Modification of Agreement; Sale of Interest. This Agreement (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrower, Majority Lenders and, if required by the terms hereof, Agent. No Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, including without limitation, any Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Each Borrower hereby consents to Agent's and any Lender's sale of participation, assignment, transfer or other disposition in accordance with the terms of this Section 12.6, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent's and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Each Borrower agrees that it will use its best efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations participation in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lenders and such Lender's respective commitments. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell participate or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditwhich shall not be unreasonably withheld.

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower each Loan Party and Lender. Borrower No Loan Party may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, Borrowersuch Loan Party's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participateEach Loan Party hereby consents to Lender's participation, sellsale, assignassignment, transfer or effectuate other disposition, at any time or times hereafter, of this Agreement and any of the other disposition Loan Documents, or of any portion hereof or thereof, including, without limitation, Lender's rights, title, interests, remedies, powers powers, and duties hereunder or under thereunder; provided, however, no such sale, assignment, participation, transfer or other disposition by Lender will result in any diminution of the rights and obligations of the Loan Documents or any portion hereof or thereof at any time or times hereafter with Parties under this Agreement and the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be requiredother Loan Documents. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. Borrower Each Loan Party agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents; provided, however, Borrower shall not be responsible for reimbursing Lender for any fees or expenses incurred by Lender in connection with any such sale, participation or assignment. Borrower Each Loan Party further agrees that Lender may disclose creditcredit information regarding such Loan Party and its Subsidiaries to any potential participant or assignee.

Modification of Agreement; Sale of Interest. This Agreement (i) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrower, Required Lenders or all Lenders as required by the terms hereof, and, if required by the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, Documents or any portion thereof, including, including without limitation, such Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's ’s rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent’s and any Lender’s sale of participations, assignment, transfer or other disposition in accordance with the terms hereof, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent’s and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender’s rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lenders and such Lender’s respective commitments. In addition, Borrower will make their management available to meet with potential Lenders or Participating Lenders from time to time as reasonably requested by Agent. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell participations or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent, without limitationand if no Event of Default has occurred and is continuing, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditBorrower, which consent shall not be unreasonably withheld or delayed.

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower and Lender. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, including Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participateBorrower hereby consents to Lender's participation, sellsale, assignassignment, transfer or effectuate other disposition, at any time or times hereafter, of this Agreement and any of the other disposition Loan Documents, or of any portion hereof or thereof, including Lender's rights, title, interests, remedies, powers powers, and duties hereunder or under thereunder to any Affiliate of Lender or any Person that purchases all or substantially all of the Loan Documents assets of Lender. Any other participation, sale, assignment, transfer or any portion hereof or thereof other disposition, at any time or times hereafter with the consent hereafter, of this Agreement and any of the other Loan Documents shall be subject to Borrower's prior consent, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no withheld. If Lender requests such consent in writing and Borrower does not respond in writing within five (5) Business Days from the date of delivery of such request, the consent of Borrower shall be requireddeemed to have been given. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignmentsassignment. Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, including assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditcredit information regarding Borrower and its Subsidiaries to any potential Participant or assignee.

Modification of Agreement; Sale of Interest. This Agreement (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrowers, Required Lenders or all Lenders as required by the terms hereof, and, if required by the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, Documents or any portion thereof, including, including without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent's and any Lender's sale of participation, assignment, transfer or other disposition in accordance with the terms hereof, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent's and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations participation in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, review of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lender and such Lender's respective commitments. In addition, Borrower will make its management available to meet with potential Lenders or Participating Lenders from time to time as reasonably requested by Agent. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell participation or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditwhich consent shall be unreasonably withheld or delayed.

Modification of Agreement; Sale of Interest. This Agreement (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrowers, Required Lenders or all Lenders as required by the terms hereof, and, if required by the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, Documents or any portion thereof, including, including without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent's and any Lender's sale of participation, assignment, transfer or other disposition in accordance with the terms hereof, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent's and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations participation in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, review of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lender and such Lender's respective commitments. In addition, Borrower will make its management available to meet with potential Lenders or Participating Lenders from time to time as reasonably requested by Agent. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell, participate or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent, without limitationand if no Event of Default has occurred and is continuing, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditBorrower, which consent shall not be unreasonably withheld or delayed.

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower Borrowers and Lender. No Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, including such Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participateEach Borrower hereby consents to Lender's participation, sellsale, assignassignment, transfer or effectuate other disposition, at any time or times hereafter, of the Obligations, this Agreement and any of the other disposition Loan Documents, or of any portion hereof or thereof, including Lender's rights, title, interests, remedies, powers powers, and duties hereunder or under thereunder; provided, however, that if there exists no Default or Event of Default Lender agrees that it shall not sell, assign or transfer the Obligations, this Agreement or any of the other Loan Documents or in their entirety without the prior written consent of Borrower. The foregoing proviso shall not constitute a limitation on Lender's right to sell participations in the Obligations, this Agreement and any portion hereof or thereof of the other Loan Documents at any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be requiredhereafter. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignmentsassignment. Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents. Each Borrower further agrees that Lender may disclose creditcredit information regarding such Borrower and its Subsidiaries to any potential participant or assignee, provided that confidentiality is maintained consistent with the provisions of SECTION 12.17 hereof.

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered altered, or amended, except by an agreement in writing signed by Borrower and Lender. Borrower may not sell, assign assign, or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participateSubject to obtaining the prior written consent of Borrower as to the proposed assignee, selltransferee, assignor participant (which such consent shall not be unreasonably withheld, transfer delayed, or effectuate conditioned), Borrower hereby consents to Lender's participation, sale, assignment, transfer, or other disposition, at any time or times hereafter, of this Agreement and any of the other disposition Loan Documents, or of any portion hereof or thereof, including, without limitation, Lender's rights, title, interests, remedies, powers powers, and duties hereunder or under any of the Loan Documents or any portion hereof or thereof at any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be requiredthereunder. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same rights, benefits benefits, and obligations as it would if it were "Lender" hereunder hereunder, and Lender shall be relieved of all obligations hereunder upon any such assignments. Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditcredit information regarding Borrower and its Subsidiaries to any potential participant or assignee.

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower each Obligor and Lender. Borrower An Obligor may not sell, assign or transfer any interest in this Agreement, Agreement or any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, Borrowerincluding such Obligor's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, shall have the right to sell, assign, transfer or effectuate any other disposition otherwise dispose of Lender's rightsits right, title, interests, . remedies, powers and duties hereunder or and under any of the other Loan Documents Documents, or any portion hereof or thereof to sell participation interests therein, at any time or times hereafter with from time to time, without first giving notice to, or obtaining the prior written consent of, Obligor, so long as (i) Lender retains at least a majority in interest in the rights, titles, interests, remedies, power and duties so conveyed, (ii) the Participating Lender is a Permitted Assignee (as hereinafter defined) and (iii) upon receiving such sale, assignment or participation, the Participating Lender becomes subject to the same terms, covenants and conditions as to which Lender is then subject hereunder, to the extent of sale, assignment or participation. As used herein, the Borrowerterm "ELIGIBLE ASSIGNEE" shall mean: (i) North Carolina Bank, Depository Bank or any other affiliate of Lender; (ii) any national bank or state-chartered bank domiciled in the United States of America, or any affiliate thereof, having total assets of at least $1,000,000,000; or (iii) any other Person(s) to which an Obligor shall have consented in writing at any time. In the event of any such consent not participation, sale, assignment, transfer or other disposition, Lender is authorized to be unreasonably withheld provide to each Participating Lender, assignee or delayed; provided that after transferee all information in Lender's possession regarding each Obligor and the occurrence of a Default or Event of Default, no such consent of the Borrower shall be requiredCollateral. In the case of an any such assignment, the assignee Person receiving such assignment, shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder an original Lender hereunder, and Lender shall be relieved of all its obligations hereunder upon with respect to its assigned portion thereof. Each Obligor hereby acknowledges and agrees that any such assignments. Borrower agrees assignment will give rise to a direct obligation of such Obligor to the Person receiving such assignment and that it will use its best efforts such Person, upon such assignment becoming effective, shall be considered to assist be a "Lender" or the "Lender" for all purposes of this Agreement and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditDocuments.

Modification of Agreement; Sale of Interest. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower and Lender. Borrower may not sell, assign or transfer any interest in this Agreement, Agreement or any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, including Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, shall have the right to sell, assign, transfer or effectuate any other disposition otherwise dispose of Lender's rightsits right, title, interests, . remedies, powers and duties hereunder or and under any of the other Loan Documents Documents, or any portion hereof or thereof to sell participation interests therein, at any time or times hereafter with from time to time, without first giving notice to, or obtaining the prior written consent of the of, Borrower, so long as (i) Lender retains at least a majority in interest in the rights, titles, interests, remedies, power and duties so conveyed, (ii) the Participating Lender is a Permitted Assignee (as hereinafter defined) and (iii) upon receiving such consent not sale, assignment or participation, the Participating Lender becomes subject to be unreasonably withheld the same terms, covenants and conditions as to which Lender is then subject hereunder, to the extent of sale, assignment or delayedparticipation. As used herein, the term "Eligible Assignee" shall mean: (i) North Carolina Bank, Tennessee Bank or any other affiliate of Lender; provided that after (ii) any national bank or state-chartered bank domiciled in the occurrence United States of a Default America, or Event any affiliate thereof, having total assets of Default, no such consent of the at least $1,000,000,000; or (iii) any other Person(s) to which Borrower shall be requiredhave consented in writing at any time. In the event of any such participation, sale, assignment, transfer or other disposition, Lender is authorized to provide to each Participating Lender, assignee or transferee all information in Lender's possession regarding Borrower and the Collateral. In the case of an any such assignment, the assignee Person receiving such assignment, shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder an original Lender hereunder, and Lender shall be relieved of all its obligations hereunder upon with respect to its assigned portion thereof. Borrower hereby acknowledges and agrees that any such assignments. assignment will give rise to a direct obligation of Borrower agrees to the Person receiving such assignment and that it will use its best efforts such Person, upon such assignment becoming effective, shall be considered to assist be a "Lender" or the "Lender" for all purposes of this Agreement and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or any portion thereof or interest therein, including, without limitation, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditDocuments.

Modification of Agreement; Sale of Interest. This Agreement (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and Lendereach Borrower, Required Lenders and, if required by the terms hereof, Agent. No Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, including without limitation, any Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Each Borrower hereby consents to Agent's and any Lendxx'x xale of participation, assignment, transfer or other disposition in accordance with the Loan Documents or any portion hereof or thereof terms hereof, at any time or times hereafter with the consent of the Borrowertimes, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. Borrower agrees that it will use its best efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect the sale of participations in or assignments of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assisting Agent's and any Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced in the preparation of appropriate disclosure documents. writing or not; each Borrower further agrees that it will use commercially reasonable efforts to assist and cooperate with Agent and any Lender may disclose creditin any manner reasonably requested by Agent or such Lender to effect the sale of participation in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in

Modification of Agreement; Sale of Interest. This Agreement (1) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrower, Required Lenders or all Lenders as required by the terms hereof, and, if required by the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, Documents or any portion thereof, including, including without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent's and any Lender's sale of participations, assignment, transfer or other disposition in accordance with the terms hereof, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent's and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, review of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lender and such Lender's respective commitments. In addition, Borrower will make its management available to meet with potential Lenders or Participating Lenders from time to time as reasonably requested by Agent. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell, assign, transfer or otherwise dispose (except as otherwise permitted by Section 12.3(d)) of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent (which shall not be unreasonably withheld or delayed). Any Lender who desires to sell or assign any of its rights and interests hereunder shall, without limitationif no Event of Default is existing and continuing, assisting in consult with Borrower as to the preparation identify of appropriate disclosure documents. any such potential assignee, but Borrower further agrees that Lender may disclose creditshall not have the right to approve any such assignee.

Modification of Agreement; Sale of Interest. This Agreement (i) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrower, Required Lenders or all Lenders as required by the terms hereof, and, if required by the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, Documents or any portion thereof, including, including without limitation, such Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent's and any Lender's sale of participations, assignment, transfer or other disposition in accordance with the terms hereof, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent's and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lenders and such Lender's respective commitments. In addition, Borrower will make their management available to meet with potential Lenders or Participating Lenders from time to time as reasonably requested by Agent. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell participations or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent, without limitation[and if no Event of Default has occurred and is continuing, assisting in the preparation of appropriate disclosure documents. Borrower further agrees that Lender may disclose creditBorrower,] which consent shall not be unreasonably withheld or delayed.

Modification of Agreement; Sale of Interest. This Agreement (a) The Guaranty Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrower, Required Guarantors and, if required by 34 39 the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Guaranty Documents, or any of the Obligations, or any portion thereof, including, including without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent's and any Guarantor's sale of participation, assignment, transfer or other disposition in accordance with the Loan Documents or any portion hereof or thereof terms hereof, at any time or times hereafter with the consent times, of any of the BorrowerGuaranty Documents or of any portion thereof or interest therein, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Defaultincluding, no such consent of the Borrower shall be required. In the case of an assignmentwithout limitation, the assignee shall have, to the extent of such assignment, the same Agent's and any Guarantor's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best efforts to assist and cooperate with Lender Agent and any Guarantor in any manner reasonably requested by Lender Agent or such Guarantor to effect the sale of participations participation in or assignments assignment of any of the Loan Guaranty Documents or of any portion thereof or interest therein, including, without limitation, assisting assistance in the preparation of appropriate disclosure documentsdocuments or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Guarantors and such Guarantor's respective commitments. Borrower further agrees that Lender may disclose creditThe foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Guarantor retains its voting rights, no Guarantor shall sell participation or assign, transfer or otherwise dispose of any of the Guaranty Documents or any portion thereof or interest therein, without the prior written consent of Agent, which shall not be unreasonably withheld.

Modification of Agreement; Sale of Interest. This Agreement (a) The Loan Documents constitute the complete agreement between the parties with respect to the subject matter hereof and may not be modified, altered or amended, amended except by an agreement in writing signed by Borrower and LenderBorrower, Required Lenders and, if required by the terms hereof, Agent. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, Documents or any portion thereof, including, including without limitation, Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder. Lender may participate, sell, assign, transfer or effectuate any other disposition of Lender's rights, title, interests, remedies, powers and duties hereunder or under thereunder. Borrower hereby consents to Agent's and any Lender's sale of participation, assignment, transfer or other disposition in accordance with the terms hereof, at any time or times, of any of the Loan Documents or of any portion hereof thereof or thereof at interest therein, including, without limitation, Agent's and any time or times hereafter with the consent of the Borrower, such consent not to be unreasonably withheld or delayed; provided that after the occurrence of a Default or Event of Default, no such consent of the Borrower shall be required. In the case of an assignment, the assignee shall have, to the extent of such assignment, the same Lender's rights, benefits and obligations as it would if it were "Lender" hereunder and Lender shall be relieved of all obligations hereunder upon any such assignments. title, interests, remedies, powers or duties thereunder, whether evidenced in writing or not; Borrower agrees that it will use its best commercially reasonable efforts to assist and cooperate with Agent and any Lender in any manner reasonably requested by Agent or such Lender to effect the sale of participations participation in or assignment of any of the Loan Documents or of any portion thereof or interest therein, including, without limitation, assistance in the preparation of appropriate disclosure documents or placement memoranda and executing appropriate amendments to the signature pages hereto to reflect the addition of any Lenders and such Lender's respective commitments. The foregoing notwithstanding, except with respect to sales, assignments or transfers to Affiliates under common control pursuant to which the selling, assigning or transferring Lender retains its voting rights, no Lender shall sell participation or assign, transfer or otherwise dispose of any of the Loan Documents or any portion thereof or interest therein, includingwithout the prior written consent of Agent and, without limitationif no Event of Default has occurred and is continuing in respect to sales and assignments, assisting Borrower, which consent, in the preparation of appropriate disclosure documentseither case, shall not be unreasonably withheld or delayed. Borrower further agrees that Lender may disclose creditVPCHI01/#254442.6 2/2/98 44